10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                               to

Commission file number 0-6510

MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)

HAWAII (State or other jurisdiction of incorporation or organization)	99-0107542 (IRS Employer Identification number)
120 KANE STREET, P.O. BOX 187, KAHULUI, MAUI, HAWAII (Address of principal executive offices)	96733-6687 (Zip Code)

Registrant's telephone number, including area code (808) 877-3351

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, without Par Value	American Stock Exchange

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o    No ý

        The aggregate market value, as of June 30, 2003, of the voting stock held by non-affiliates of the registrant was $40,184,000. This computation assumes that all directors, executive officers and persons known to the Company to be the beneficial owners of more than ten percent of the Company's common stock are affiliates. Such assumption should not be deemed conclusive for any other purpose.

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at February 13, 2004
Common Stock, no par value	7,295,800 shares

Documents incorporated by reference:
Part III—Portions of Proxy Statement dated to be filed on or before April 29, 2004.

TABLE OF CONTENTS

Forward-Looking Statements and Risk Factors		iv
PART I
Item 1.	Business	1
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	8
Item 6.	Selected Financial Data	9
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes and Disagreement with Accountants on Accounting and Financial Disclosure	46
Item 9A.	Controls and Procedures	46
PART III
Item 10.	Directors and Executive Officers of the Registrant	46
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
Item 13.	Certain Relationships and Related Transactions	47
Item 14.	Principal Accountant Fees and Services	47
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	47
SIGNATURES		52

iii

FORWARD-LOOKING STATEMENTS

        This report contains forward-looking statements (within the meaning of Private Securities Litigation Reform Act of 1995) as to a variety of matters, including the following:

•

timing as to the construction of subdivision improvements, sale and cash flows from the next phase of Plantation Estates at Kapalua;



•

the cost to remediate certain soils;



•

new procedures and practices to balance revenue sources and timing of production volume to strengthen the pineapple operation;



•

reduction in the number of types of canned products;



•

sale of remaining Costa Rican parcel;



•

sale of conservation-zoned parcel;



•

2004 expectations as to cash commitments;



•

2004 expectations as to cash flows from operating and investing activities;



•

recoverability from operations of deferred costs and the net book value of Pineapple segment assets;



•

market risk exposure due to foreign exchange transactions;



•

shifting towards greater levels of fresh fruit production;



•

the wellness event that is scheduled at Kapalua for September 2004;



•

the future cost of compliance with environmental laws;



•

conclusion of a long-term land lease after reassessment of the Company's pineapple acreage requirements;



•

improvement of practices in areas of soil, water and energy conservation;



•

improvement of relationships with neighbors through improved farm practices and renewed emphasis on communications; and



•

the effect of assumption changes on net periodic pension costs.

        In addition, from time to time, the Company may publish forward-looking statements as to those matters or other aspects of the Company's anticipated financial performance, business prospects, new products, marketing initiatives or similar matters.

        Forward-looking statements contained in this report or otherwise made by the Company are subject to numerous factors that could cause the Company's actual results and experience to differ materially from expectations expressed by the Company. Factors that might cause such differences, among others, include:

•

changes in domestic, foreign or local economic conditions that affect availability or cost of funds;



•

the number, length of stay or expenditure levels of international or domestic visitors;



•

agricultural production and transportation costs of the Company and its competitors;



•

Maui retail or real estate activity;



•

the effect of weather conditions on agricultural operations of the Company and its competitors;



•

the success of the Company in obtaining land use entitlements for proposed development;



•

events in the airline industry affecting passenger or freight capacity or cost;



•

possible shifts in market demand; and



•

the impact of competing products, competing resort destinations and competitors' pricing.

iv

PART I

Item 1.    BUSINESS

(a)General

        Maui Land & Pineapple Company, Inc. is a Hawaii corporation, the successor to a business organized in 1909. The Company consists of a landholding and operating parent company and its principal subsidiaries, including Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd. The "Company," as used herein, refers to the parent and all of its subsidiaries.

        The Company participates in joint ventures that are accounted for by the equity method. The most significant of these joint ventures was Kaahumanu Center Associates, the owner and operator of a regional shopping center, Queen Ka 'ahumanu Center.

        The industry segments of the Company in 2003 were as follows:

        (1)   Pineapple—includes growing pineapple, canning pineapple in tinplated steel containers fabricated by the Company, production of pineapple juice and fresh cut pineapple products (product line discontinued in October 2003) and marketing of canned pineapple products, pineapple juice products and fresh whole pineapple.

        (2)   Resort—includes the development and sale of resort real estate, property management and the operation of recreational and retail facilities and utility companies at Kapalua, Maui.

        (3)   Commercial & Property—includes the Company's investment in Kaahumanu Center Associates, the Napili Plaza shopping center, and non-resort real estate development, rentals and sales. It also includes the Company's land entitlement and land and water asset management activities. In 2003, the Queen Ka 'ahumanu Center and the Napili Plaza, the major operating assets in this segment, were sold. By agreement between the partners, Kaahumanu Center Associates was dissolved after the sale of the shopping center.

        In 2004, as part of a reorganization of the Company's operations, Resort and non-resort development and sale of real estate, the remaining rentals in the Commercial & Property segment and the Company's land entitlement activities will be combined into a new reporting segment.

(b)Financial Information About Segments

        See Business Segments, Note 15 to Consolidated Financial Statements.

(c)Narrative Description of Business

        (1)    Pineapple

        Maui Pineapple Company, Ltd. is the operating subsidiary for the Company's Pineapple segment. It owns and operates fully integrated facilities for the production of pineapple products.

        Pineapple is cultivated on two Company-operated plantations on Maui, Upcountry Maui and West Maui, which provided approximately 91% of the fruit processed in 2003. The balance of fruit processed was purchased from an independent Maui grower. Two pineapple crops are normally harvested from each new planting. The first, or plant crop, is harvested approximately 18 to 23 months after planting, and the second, or ratoon crop, is harvested 12 to 14 months later. A third crop, the second ratoon, may be harvested depending on a number of conditions.

        Harvested pineapple is processed at the Company's cannery in Kahului, Maui, where a range of canned pineapple products is produced, including solid pineapple in various grades and styles, juice and juice concentrates. The cannery is located in a foreign trade zone and operates most of the year. In 2003, approximately 37% of production volume took place during June, July and August. The metal

1

containers used in canning pineapple are produced in a Company-owned can plant at the cannery site. The metal is imported from manufacturers in Japan. A warehouse is maintained at the cannery site for inventory purposes.

        The Company sells canned pineapple products as store-brand pineapple with 100% HAWAIIAN U.S.A. stamped on the can lid. Its products are sold principally to large grocery chains, other food processors, wholesale grocers, the United States government and to organizations offering a complete buyers' brand program to affiliated chains and wholesalers serving both retail and food service outlets. A substantial volume of the Company's pineapple products is marketed through food brokers, which is administered through the Company's sales office in Concord, California.

        The Company sells fresh whole pineapple from Hawaii to retail and wholesale grocers in Hawaii and the continental United States. Through Royal Coast Tropical Fruit Company, Inc. ("Royal Coast") (a wholly owned subsidiary of Maui Pineapple Company, Ltd.), the Company sold pineapple grown in Costa Rica to customers in the continental United States and in Europe. Royal Coast has a 51% ownership in a pineapple production subsidiary in Costa Rica. Substantially all of the assets of the Company's Costa Rican affiliate were sold in December 2003. See Discontinued Operations, Note 4 to Consolidated Financial Statements.

        Royal Coast also markets pineapple products produced outside of the state of Hawaii. Premium Tropicals International LLC, a joint venture between Royal Coast and an Indonesian pineapple grower and canner, markets and sells Indonesian canned pineapple in the United States.

        The Company sells pineapple juice and pineapple juice blended with orange juice in plastic polyethyleneteraphthalate ("PET") bottles in various sizes to large grocery chains in the continental United States. The pineapple juice ingredients are shipped in bulk from the Company's cannery on Maui to co-packers on the mainland that bottle the juice to the Company's specifications.

        The Company sold fresh-cut pineapple products to wholesale grocers in Hawaii and in the continental United States. This product line, which accounted for approximately 1% of the Pineapple segment sales in 2003 and 2% of sales in 2002, was discontinued in October 2003.

        As a service to its customers, the Company maintains inventories of its products in public warehouses in the continental United States. The balance of its products is shipped directly from Hawaii to its customers. The Company's canned pineapple products are shipped from Hawaii by ocean transportation and are then taken by truck or rail to customers or to public warehouses. Fresh whole pineapple is shipped by air or by ocean transportation.

        In 2003, approximately 20 United States customers accounted for about 53% of the Company's canned and fresh pineapple sales. Export sales, primarily to Japan, Canada and Western Europe, amounted to approximately 1.5%, 2.7% and 2.1% of the Company's canned pineapple sales in 2003, 2002 and 2001, respectively. Sales to the United States government, mainly the Department of Agriculture, amounted to approximately 20.3%, 16.5% and 19.2% of canned pineapple sales in 2003, 2002 and 2001, respectively.

        The Company sells its products in competition with both foreign and United States companies. Its principal competitors are three United States companies, Dole Food Company, Inc., Del Monte Food Co., and Del Monte Fresh Produce Company, which produce substantial quantities of pineapple products, a significant portion of which is produced in Central America and Southeast Asia. Other producers of pineapple products in Central America, Thailand and Indonesia also are a major source of competition. Foreign production has the advantage of lower labor costs. The Company's principal marketing advantages are the high quality of its fresh and canned pineapple, the relative proximity to the United States West Coast fresh fruit market and being the only United States canner of pineapple. Other fresh and canned fruits and fruit juices also are a source of competition. The price of the Company's products is influenced by supply and demand of pineapple and other fruits and juices.

2

        The availability of water for irrigation is critical to the cultivation of pineapple. The Upcountry Maui area is susceptible to drought conditions, which can adversely affect pineapple operations by resulting in poor yields (tons per acre) and lower recoveries (the amount of saleable product per ton of fruit processed). Approximately 83% of the fields in the Company's Upcountry Maui plantation are equipped with drip irrigation systems. Fields that are not drip irrigated are in areas that typically receive adequate rainfall. The Company's drip irrigation systems and Company controlled or operated water sources help to mitigate the effects of periodic drought conditions. However, during periods of prolonged drought, the water supply can drop below levels that are necessary to meet all of the Upcountry plantation's water requirements.

        The Company has been shifting its pineapple production towards the fresh pineapple market with the goal of optimizing the balance of production and sales between the canned and fresh pineapple segments. The Company intends to continue this shift towards greater levels of fresh fruit.

        (2)    Resort

        Kapalua Resort is a master-planned, golf resort community on Maui's northwest coast. The Resort is part of approximately 23,000 acres of the Company's land-holdings in West Maui, most of which remain as open space. Presently, the Resort development includes 1,650 acres bordering the ocean with three white sand beaches and includes two hotels, eight residential subdivisions, three championship golf courses, two ten-court tennis facilities, a 22,000 square foot shopping center and over ten restaurants. Water and sewer transmission utilities are included in the Resort's operating activities. The Resort's present undeveloped acreage includes approximately 50 acres that is zoned for the planned Resort development.

        Kapalua Land Company, Ltd. is the developing and operating subsidiary of the Company's Resort segment. The Resort segment includes the following wholly owned subsidiaries of the Company: Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd., public utilities providing water and waste transmission services for the Kapalua Resort; Kapalua Advertising Company, Ltd., an in-house advertising agency; and Kapalua Realty Company, Ltd. (wholly owned by Kapalua Land Company, Ltd.), a general brokerage real estate company located within the Resort.

        The Company, through subsidiaries and joint ventures, developed the Kapalua Resort, which opened in 1975 with The Bay Course. The Company owns three golf courses (The Bay, The Village and The Plantation Courses), one tennis facility (The Tennis Garden), a shopping center (The Kapalua Shops), the land under both hotels (The Ritz-Carlton, Kapalua and Kapalua Bay Hotel), and various on-site administrative and maintenance facilities. The Kapalua Resort currently includes over 700 single-family lots, condominiums and homes.

        The Company operates the golf and tennis facilities, the shopping center, ten retail shops, a vacation rental program (The Kapalua Villas), and certain services to the Resort, including shuttle, security and maintenance of common areas. The Company is the ground lessor under long-term leases for both hotels and receives rental income from certain other properties. The Company manages The Kapalua Club, a membership program that provides certain benefits and privileges within the Resort for its members.

        The Kapalua Golf Academy at the Village Course, a state-of-the-art teaching and practice facility that was developed in conjunction with PGA Touring Professional Hale Irwin and the Kapalua golf staff, opened in 2000. The golf academy is located on 23 acres and is part of the commercial foundation for the Central Resort area. The current master plan for the Central Resort includes a future commercial Town Center, resort spa and additional residential development. Design and entitlement work continue on the Central Resort master plan.

        The Company has preliminary County of Maui approval for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the final approval from the

3

County, the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase consists of 25 agricultural lots ranging in size from three acres to over fifteen acres. Although no assurance can be given, it is presently estimated that construction of the subdivision improvements could begin later in 2004.

        The Company has begun the planning and entitlement process for a proposed expansion of the Kapalua Resort into approximately 925 acres of Company-owned lands located upslope of the Resort (Kapalua Mauka). If and when necessary governmental approvals are secured and the development proceeds, this expansion would, under current plans, include a possible expansion of the Resort's Village Golf Course, development of up to 690 single and multifamily residential units, and commercial components. Estimating the timing of obtaining necessary land use entitlement is difficult and it may be several years before construction can start and product is available for sale. Completion of this development could take 10 to 15 years or more.

        The Kapalua Resort faces substantial competition from alternative visitor destinations and resort communities in Hawaii and throughout the world. Kapalua's marketing strategies target upscale visitors with an emphasis on golf. In 2003, approximately 15% of the visitors to Maui were international travelers and 85% were domestic. Kapalua's primary resort competitors on Maui are Kaanapali, which is approximately five miles from Kapalua, and Wailea on Maui's south coast. Kapalua's total guestroom inventory accounts for approximately 10% of the units available in West Maui and approximately 6% of the total inventory on Maui.

        Nationally televised professional golf tournaments have been a major marketing tool for Kapalua. Since January 1999, Kapalua has hosted the Mercedes Championships, the season opening event for the PGA TOUR. Through the non-profit organization, Kapalua Maui Charities, Inc., the Company has agreements with Mercedes-Benz and the PGA TOUR to host and manage this event at Kapalua through January 2006.

        Other signature events of Kapalua Resort include: the Celebration of the Arts, an annual event held in April, that pays tribute to the people, arts and culture of Hawaii through demonstrations in hula and chant, workshops in Hawaiian art, and one-on-one interaction with local artists; and the Kapalua Wine & Food Festival, an annual event held in July that attracts world-famous winemakers, chefs and visitors to Kapalua for a series of wine tasting, festive gatherings and gourmet meals. In December 2003, the Company purchased the rights to LifeFest Maui, a health and wellness event that features lectures, workshops and panels by some of the country's leading wellness and fitness experts, and has scheduled this event to be held at Kapalua Resort in September of 2004.

        Advertising placements in key publications are designed to promote Kapalua through the travel trade, consumer, golf and real estate media.

        (3)    Commercial & Property

        Queen Ka 'ahumanu Center (formerly Kaahumanu Center) is the largest retail and entertainment center on Maui with a gross leasable area of approximately 570,000 square feet. Queen Ka 'ahumanu Center was owned by Kaahumanu Center Associates ("KCA"), a 50/50 partnership between the Company, as general partner, and the Employees' Retirement System of the State of Hawaii, as a limited partner. In September 2003, KCA sold the Queen Ka 'ahumanu Center. See Other Assets—Kaahumanu Center Associates, Note 3 to Consolidated Financial Statements.

        Napili Plaza is a 45,000 square foot retail and commercial office center located in West Maui. In August 2003, the Company sold the Napili Plaza. See Discontinued Operations, Note 4 to Consolidated Financial Statements.

        The Company's land entitlement and land and water asset management activities currently are included in the Commercial & Property segment. Land entitlement is a lengthy process of obtaining the

4

required county, state and federal approvals to proceed with planned development and use of the Company's land and satisfying all conditions and restrictions imposed in connection with such governmental approvals. The Company actively works with the community and with regulatory agencies and legislative bodies at all levels of government in an effort to obtain necessary entitlements consistent with the needs of the community.

        (4)    Other Business

        In the fourth quarter of 2003, the Company began formulating and acting upon a number of new agriculture and environmental related business initiatives. These initiatives comprise a new operating unit and are collectively called Maui Agricultural Partners. Some of these initiatives are as follows: Kapalua Farms, a service entity of the Company that will support the development of Kapalua Resort and explore joint ventures in diversified agriculture; a work-study program being developed with Earth University, University of Hawaii, and area high schools to promote applied research and education that fosters agricultural entrepreneurs; and Island Energy, a program to systematically identify crops with the potential to become primary or secondary clean fuel sources for Hawaii.

        (5)    Employees

        In 2003, the Company employed approximately 1,540 employees. Pineapple operations employed approximately 450 full-time and approximately 590 seasonal or intermittent employees. Approximately 64% of the Pineapple operations employees were covered by collective bargaining agreements. Resort operations employed approximately 460 employees, of which approximately 11% were part-time employees and approximately 28% were covered by collective bargaining agreements.

        (6)    Other Information

        The Company's Pineapple segment engages in continuous research to develop techniques to reduce costs through crop production and processing innovations and to develop and perfect new products. Improved production systems have resulted in increased productivity by the labor force. Research and development expenses approximated $800,000 in 2003, $1,004,000 in 2002 and $1,073,000 in 2001.

        The Company has reviewed its compliance with federal, state and local provisions that regulate the discharge of materials into the environment or otherwise relate to the protection of the environment. The Company does not expect any material future financial impact as a result of compliance with these laws.

        The Company has a commitment relating to the filtration of water wells, as described in Note 16 to Consolidated Financial Statements. The Company is unable to estimate the range of potential financial impact for the possible filtration cost for any future wells acquired or drilled by the County of Maui and, therefore, has not made a provision in its financial statements for such costs.

        The Company expects to remediate certain soils on a Company-owned development parcel that contain pesticide residues, as described in Note 16 to Consolidated Financial Statements. The cost of remediation will depend on the various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining the proper entitlements for the parcel, the ultimate use of the property remains uncertain and therefore an estimate of the remediation cost cannot be made.

        A private water company on Maui detected the presence of chemicals commonly known as DBCP and TCP in the water from wells on property owned by the Company that it is licensed to use. The chemicals are believed to have come from fumigants and pesticides that the Company used on pineapple fields in the area. As described in Note 16 to Consolidated Financial Statements, the cost to the Company of remediation is not expected to be material.

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(d)Financial Information About Geographic Areas

        Revenues and long-lived assets attributable to foreign countries were not material for the last three years.

Executive Officers of Registrant

        Below is a list of the names and ages of the Company's executive officers, indicating their position with the Company and their principal occupations during the last five years. The current terms of the executive officers expire in May of 2004 or at such time as their successors are elected.

David C. Cole (51)	President and Chief Executive Officer since October 2003; Chairman of Twin Farms Collections, LLC and subsidiaries since 2001; Manager of Sunnyside Farms, LLC since 1997.
Paul J. Meyer (56)	Executive Vice President/Finance since 1984. Mr. Meyer will retire from the Company as of June 30, 2004.
J. Susan Corley (60)	Vice President/Human Resourses since 2000; Director/Human Resourses 1998 to 2000.
Robert M. McNatt (57)	Vice President/Land Planning & Development since 2001; Vice President/Development of Kapalua Land Company since 1996.
Warren A. Suzuki (51)	Senior Vice President/Community Relations & Corporate Communications since March 2004; Vice President/Land & Water Asset Management since 2001; Vice President/Land Management & Development since 1995.
Brian C. Nishida (48)	President, Maui Pineapple Company, Ltd. since January 1, 2004. Member, BG&C, LLC, since 2003. Vice President and General Manager, Del Monte Fresh Produce (Hawaii) Inc. 1995 to 2002.

Item 2.    PROPERTIES

        The Company owns approximately 28,600 acres of land on Maui. Approximately 30% of the acreage is used directly or indirectly in the Company's operations and the remaining land is primarily in pasture or forest reserve. This land, most of which was acquired from 1911 to 1932, is carried on the Company's balance sheet at cost. The Company believes it has clear and unencumbered marketable title to all such property, except for the following:

(a)

a perpetual conservation easement granted to the State of Hawaii on a 13-acre parcel at Kapalua;



(b)

certain easements and rights-of-way that do not materially affect the Company's use of its property;



(c)

a mortgage on approximately 4,400 acres used in pineapple operations, which secures the Company's $15 million term loan agreement;



(d)

a mortgage on the three golf courses at Kapalua, which secures the Company's $20 million revolving credit facility;



(e)

a permanent conservation easement granted to The Nature Conservancy of Hawaii, a non-profit corporation, covering approximately 8,600 acres of forest reserve land; and

6

(f)

a small percentage of the Company's land in various locations on which multiple claims exist, for some of which the Company has initiated quiet title actions.

        Approximately 22,800 acres of the Company's land are located in West Maui, approximately 5,700 acres are located in East Maui (Upcountry) and approximately 28 acres are located in Kahului, Maui.

        The 22,800 acres in West Maui comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet and includes nine miles of ocean frontage with approximately 3,300 lineal feet along sandy beaches, as well as agricultural and grazing lands, gulches and heavily forested areas. The West Maui acreage includes approximately 3,600 acres comprising the Company's West Maui pineapple plantation and approximately 1,650 acres designated for the Kapalua Resort.

        The East Maui property is situated at elevations between 1,000 and 3,000 feet above sea level on the slopes of Haleakala and approximately 3,140 acres are in pineapple operations as the Company's Upcountry pineapple plantation.

        The Kahului acreage includes a can manufacturing plant and a pineapple-processing cannery with interconnected warehouses at the cannery site where finished product is stored and the Company's administrative offices.

        Approximately 3,000 acres of leased land are used in the Company's pineapple operations. A major operating lease covering approximately 1,500 acres of land expired on December 31, 1999 and is currently on a month-to-month basis. The Company and the lessor intend to conclude a long-term lease after the Company has reassessed its land acreage needs. Nine leases expiring at various dates through 2018 cover the balance of the leased property. The aggregate land rental for all leased land was $551,000 in 2003.

Item 3.    LEGAL PROCEEDINGS

        There are no known material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject. Certain of the Company's subsidiaries are involved in ordinary routine litigation incidental to their respective businesses.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On December 11, 2003, a special meeting of the Company's shareholders was held. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of outstanding shares as of October 17, 2003, the record date of the special meeting, was 7,195,800.

        The results of the voting were as follows:

Proposal No. 1—Amendment to the Articles of Association to authorize an additional 800,000 shares of the Company's Common Stock:

Shares voted for:	5,255,543
Shares voted against:	1,784,046
Shares abstained:	7,584

Proposal No. 2—Amendment to the Articles of Association to increase the size of the Board of Directors from not less than five members, to not less than nine nor more than twelve members:

Shares voted for:	6,344,820
Shares voted against:	228,221
Shares abstained:	8,288

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Proposal No. 3—Amendment to the Articles of Association to conform to the Company's bylaws, which provide for three classes of directors with staggered terms of three years each:

Shares voted for:	6,105,826
Shares voted against:	468,215
Shares abstained:	7,288

Proposal No. 4—Approval of the Maui Land & Pineapple Company, Inc. Stock and Incentive Compensation Plan of 2003:

Shares voted for:	4,619,548
Shares voted against:	1,918,257
Shares abstained:	43,524

        There were no broker non-votes on any matter voted upon at the meeting.

PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's common stock is traded on the American Stock Exchange under the symbol "MLP." The Company did not declare any dividends in 2003 and 2002. The declaration and payment of cash dividends are restricted by the terms of borrowing arrangements to 30% of prior year's net income. On February 19, 2004, there were 397 shareholders of record.

        The following chart reflects high and low sales prices during each of the quarters in 2003 and 2002:

		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2003	High Low	$	20.00 14.15	$	22.90 17.80	$	27.34 19.60	$	35.75 25.86
2002	High Low	$	25.00 20.00	$	22.75 19.00	$	20.35 16.50	$	18.25 13.75

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Item 6.    SELECTED FINANCIAL DATA

			2003			2002			2001			2000			1999
			(Dollars in Thousands Except Per Share Amounts)
FOR THE YEAR
Summary of Operations
	Revenues		$	168,666		$	147,740		$	166,017		$	137,626		$	144,349
	Cost of goods sold			76,220			79,582			81,297			70,850			73,286
	Operating expenses			33,129			32,888			33,279			29,799			27,181
	Shipping and marketing			19,700			18,746			17,520			17,247			17,989
	General and administrative			30,593			22,678			18,425			15,107			15,589
	Equity in losses of joint ventures			20			1,178			1,453			972			956
	Interest expense			2,526			2,389			2,820			3,005			1,815
	Income tax expense (benefit)			2,612			(3,697	)		3,507			(156	)		2,771
	Income (loss) from continuing operations			3,866			(6,024	)		7,716			802			4,762
	Discontinued operations, net of income tax expense (benefit)(1)			2,131			315			(148	)		(350	)		(92	)
	Net income (loss)			5,997			(5,709	)		7,568			452			4,670
Earnings Per Common Share—Basic and Diluted
	Income (loss) from continuing operations			.54			(.83	)		1.07			.11			.66
	Discontinued operations, net of income tax expense (benefit)			.29			.04			(.02	)		(.05	)		(.01	)
	Net income (loss)			.83			(.79	)		1.05			.06			.65
Other Data
	Cash dividends
		Amount		—			—			—			899			899
		Per common share		—			—			—			.125			.125
	Depreciation		$	12,184		$	11,072		$	10,226		$	9,002		$	8,445
	Return on beginning stockholders' equity			9.6	%		(7.8	)%		11.5	%		.7	%		7.5	%
	Percent of net income (loss) to revenues			3.6	%		(3.9	)%		4.6	%		.3	%		3.2	%
AT YEAR END
Current assets less current liabilities(2)			$	23,567		$	25,502		$	25,463		$	19,304		$	12,924
Ratio of current assets to current liabilities(2)				1.9			1.9			2.1			1.7			1.5
Property, net of depreciation			$	95,048		$	112,198		$	113,046		$	109,725		$	100,976
Total assets				161,680			184,195			176,433			169,951			153,387
Long-term debt and capital leases				22,996			43,252			39,581			41,012			25,497
Stockholders' equity
	Amount			71,544			62,739			73,419			65,922			66,400
	Per common share		$	9.94		$	8.72		$	10.20		$	9.16		$	9.23
Common shares outstanding				7,195,800			7,195,800			7,195,800			7,195,800			7,195,800

(1)

In 2003, the Company sold the Napili Plaza and substantially all of its Costa Rican pineapple assets. The operating results of these operations and the gains from the sales of these assets are reported as discontinued operations. Prior period amounts have been restated for comparability.

(2)

Current assets less current liabilities and ratio of current assets to current liabilities for 1999 was relatively low primarily because of accounts payable resulting from a high level of construction in progress at year-end.

9

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
2003 vs. 2002

        In 2003, the Company undertook initiatives to re-examine its lines of business, simplify operations and recruit new leadership, resulting in the following actions:

•

The discontinuance of the Company's Commercial & Property business segment through the divestiture of substantially all of its commercial and retail assets. Napili Plaza and Queen Ka 'ahumanu Center were sold in August 2003 and September 2003, respectively.



•

In October 2003, David C. Cole joined the Company as its new President & Chief Executive Officer.



•

In October 2003, the Company discontinued its fresh-cut pineapple operations after a review determined that the product line appeared unlikely to achieve its growth and profit objectives.



•

In December 2003, the Company effectively divested its Costa Rican pineapple assets in order to focus on its Maui pineapple operations. Also, in December, the Company recruited two executives with extensive experience in fresh pineapple operations to lead its Maui Pineapple unit. Brian C. Nishida and Calvin H. Oda joined the Maui Pineapple Company as President and Vice President of Product Development, respectively.

        In addition to the above actions, the Company undertook a comprehensive examination of its products, markets, methods and personnel. Initiated in November 2003, the work included cross-divisional teams focused on land development, resort positioning, community relations and pineapple operations. As a result of this exercise, a new vision that matches the Company's assets to apparent market trends was developed and recently approved by the Board of Directors. The vision is to create and manage holistic communities, by integrating agriculture, stewardship and eco-effective design principles into a high value-added, interrelated set of agricultural, hospitality and residential products and services on Maui. The Company hopes to achieve its vision through a focus on traditional Hawaiian values that foster social and ecological equity that in turn generate a distinctive market position and sustainable earnings. These values are:

•

Ho 'ohanohano—Creating social capital by honoring our island cultures and traditions and recognizing our interdependency.



•

Malama 'aina—Safeguarding our ecological capital by preserving its natural beauty and conserving its natural resources.



•

Po 'okela—Providing services and products of the highest possible quality that create recognition and distinction in the marketplace.

        The Company's restructuring efforts are guided by these vision and values. Some recent structural adjustments include:

•

The formation of a new venture unit called Maui Agricultural Partners. This unit will account for programs that serve to enhance the Company's businesses with new agricultural and environmental initiatives.



•

The creation of a new corporate department to direct the Company's community relations and communications functions. This department will be responsible for engaging internal and external stakeholders around the Company's vision and values.

10

CONSOLIDATED

Overview

        The Company reported net income of $6.0 million for 2003 compared to a net loss of $5.7 million for 2002. Most of the improved net results were from the sale of the Napili Plaza, the Company's interest in the Queen Ka 'ahumanu Center and the Costa Rican Pineapple assets, as well as non-recurring Pineapple cash receipts related to the settlement of lawsuits and receipt of the proceeds of anti-dumping duties from the government. These transactions contributed pretax income of $26.6 million to 2003 and generated cash flow that resulted in a 46% or $23.3 million reduction of the Company's debt as of December 31, 2003.

        Overall, consolidated operating results benefited from some improvement in the Company's ongoing operations, but the material improvements reflected in the 2003 financial results were from non-recurring sources.

Consolidated General and Administrative Expenses

        Increased general and administrative expenses continued to negatively affect the Company's results in 2003. Consolidated general and administrative expenses for 2003 increased by $7.9 million or 35% compared to 2002.

        The major components of this increase were as follows: ($ in millions)

Employee severance expense		$	3.0
Write off of obsolete and or abandoned assets			2.3
Increase in pension expense			1.1
Increase in depreciation expense			1.1
Increase in insurance expense			0.3
Other (net)			0.1
	Total	$	7.9

        General and administrative expenses are incurred at the corporate level and at the segment level. In 2003 and 2002, approximately 70% of corporate general and administrative expenses were allocated to the operating segments.

        The increase in employee severance costs was due to management changes at the corporate level as well as in the Pineapple and Resort segments and to reductions in force, in particular in the Pineapple segment. The write off of assets and increase in depreciation were primarily attributable to the Pineapple segment and are explained in more detail in the Pineapple section below. Pension expense, other than special termination benefits, increased in 2003 because of a reduction in the discount rate from 7.25% in 2002 to 6.75% in 2003, and due to negative returns on pension asset investments in 2001 and 2002. Company-wide insurance expense, in particular for casualty and executive liability increased by approximately 23% in 2003 compared to 2002. The increase in insurance expense is primarily a reflection of the insurance industry experience and not the experience of the Company.

        The Company's net periodic pension cost for 2003 and 2002 was calculated using a long-term rate of return of 9%. As explained in Note 7 to Consolidated Financial Statements, this rate was based on historical total returns of broad equity and bond indices weighted against the Company's targeted asset allocation. The Company's pension plans' average 10 year returns for the last three years have slightly lagged the blended rate of these broad indices and therefore, from 2004, the Company will use a long-term rate of return of 8% in the calculation of net periodic pension and other post retirement costs. The reduction in the long-term rate of return assumption from 9% to 8% and the decrease in

11

the assumed discount rate from 6.75% to 6.25% at December 31, 2003, are not expected to significantly increase the Company's net periodic pension cost in 2004. The increase in cost because of these factors will be partially offset by the investment return of 22% on the pension plan assets in 2003.

Consolidated Interest Expense

        Interest expense increased by 6% in 2003 largely due to interest expense on prior years' federal income tax adjustments that were settled in 2003 and to a lower amount of interest capitalized in 2003 than in 2002. In 2002, interest was capitalized on the installation of the integrated accounting system that was placed in service as of January 2003. The Company's average interest rates were slightly higher in 2003 as compared to 2002 because a portion of the Company's $15 million term loan was based on a three-year rate, which was higher than the six-month rate used in the prior year. The Company's average borrowings in 2003 were lower than 2002.

Key Performance Indicators

        In general, the key performance indicators for the segments that are evaluated by management are recurring sources of revenues and operating profit before corporate allocation of general and administrative expenses. Other performance measures commonly relied on by the Company are cash flow, return on assets, return on equity and the subjective performance measure of the Company's reputation as a good corporate citizen. In 2003, the Company had a long-term incentive plan that covered certain key employees, where performance was based on cash flows from operating activities and return on equity. The goals were not met for the performance cycle ended December 31, 2003 and this long-term incentive plan was terminated on March 1, 2004.

PINEAPPLE

Overview

        The Company began to refocus its Pineapple business into its core Maui operations by selling substantially all of the assets of its Costa Rican subsidiary in December 2003. In October of 2003, the Company also reached a strategic decision to cease production of its fresh-cut pineapple products and to abandon that product line.

        As discussed above, in 2003, the team evaluating the Pineapple segment operations spent a considerable amount of time examining all facets of those operations. The Company has begun to implement some of the decisions made by the team, which have already resulted in consistently better quality fresh pineapple. The higher quality fruit is more durable and thus the Company can rely to a greater extent on surface shipment to the U.S. mainland, while reducing its use of air shipment, which is more costly. Management believes that the other new procedures and practices that are being implemented as a result of the team evaluations, strengthen its Pineapple operations by producing a greater balance of revenue sources between Champaka pineapple (primarily a canning variety) and Hawaiian Gold™ hybrid pineapple (primarily sold as fresh-whole) and increased predictability of the timing of production volume. The worldwide supply of canned and fresh pineapple, and the Company's ability to adjust its production, influences the profitability of the Company's Pineapple segment. Being able to shift pineapple between canned and fresh pineapple products and revenue sources is expected to strengthen the Pineapple operations. The Company also intends to reduce the number of types of canned products it produces and to focus on those products and customers that offer an opportunity for higher margins.

        Pineapple operations incurred an operating loss from continuing operations of $921,000 for 2003 compared to an operating loss of $8.5 million for 2002. Revenues for 2003 were $105.0 million compared to $92.5 million in 2002. While basic operations showed improvement in 2003, the Pineapple segment results were primarily affected by several nonrecurring items.

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Nonrecurring Items

•

In December 2003, the Company received $5.4 million from the U.S. Customs Service. This cash distribution was made pursuant to the Continued Dumping and Subsidy Offset Act of 2000 (the "Dumping Act"), which allows for distribution of antidumping duties to injured domestic producers. The distribution is recorded as "Other Income" in the Company's Consolidated Financial Statements. The Dumping Act may be repealed and as a result, the Company may not receive any further distributions of the antidumping duties collected by Customs. In 2002, the Company received $530,000 pursuant to the same program.

Anti-dumping duties have been in effect on canned pineapple fruit imported from Thailand since 1995. The duties can be increased or decreased annually based on reviews by the U.S. Department of Commerce that are conducted pursuant to requests by the Thai producers or the Company. The U.S. Department of Commerce and the U.S. International Trade Commission are scheduled to review the duties in 2005 at which time they will determine whether the duties will continue for the next five-year period.

•

In December 2003, the Company sold substantially all of the assets of its Costa Rican pineapple subsidiary with a carrying value of $6.3 million and recognized a gain from the sale of $2.9 million (after reduction for the 49% minority interest). The sale closed in December 2003 and title to all but two parcels of land was transferred to the buyer. The operating results of this subsidiary prior to the sale and the gain on the sale are reported as discontinued operations and prior period amounts have been restated for comparability. See Note 4 to Consolidated Financial Statements.

The sales agreement provided for withholding $3.1 million of the sales price (approximately $700,000 gain after reduction for minority interest) pending the transfer of title to the two remaining properties. The sale of the remaining two parcels is expected to be recognized in 2004 when titles to the properties are transferred to the buyer. In February 2004, title to one of the remaining parcels was transferred to the buyer and $2.7 million of the previously withheld sales price was paid to the Company's affiliate.

•

Revenues for 2003 also include non-recurring cash receipts of $2.9 million related to the settlement of certain lawsuits. Legal fees and consultant costs related to these issues were $2.5 million in 2003 compared to $3.4 million in 2002.

Canned and Fresh Pineapple Operations

        In 2003, the volume of canned pineapple sales declined compared to 2002, but average prices exceeded 2002 by approximately 5%. The higher average prices were the result of general mid-year price increases in 2003 and to an increase in sales volume of larger #10 size cases to the U.S. government. Also in 2003, the volume of Hawaiian Gold™ (fresh whole pineapple grown in Hawaii) sales exceeded 2002, but the average sales prices were lower by approximately 18%. The reduction in price is estimated to be partially due to an increase in the supply of fresh pineapple because of higher worldwide production levels. In 2003, 17% of the pineapple segment's net sales from continuing operations were from fresh pineapple compared to 15% in 2002. This continued shift towards fresh sales contributed to the improved operating results in 2003.

        In 2003, Pineapple segment cost of sales were lower than the prior year by about 2% and shipping and selling expenses were higher by about 6%. The Company's pineapple inventories are maintained on a last-in, first-out ("LIFO") method of accounting. Therefore, in periods of rising prices, current production costs are higher than the average per unit values in inventory. In 2003, there was a partial liquidation of the LIFO inventories resulting in lower per unit production costs from prior years being included in cost of sales. Cost of sales would have been higher by $581,000 based on current per unit

13

production costs. Excluding the effect of the LIFO liquidation, the variance in cost of sales and shipping and selling costs were primarily reflective of changes in sales volume of canned and fresh pineapple, as opposed to changes in per unit production, shipping or selling costs or methods. The Company's gross profit margin from fresh whole pineapple is higher than that of canned pineapple products. At year-end 2003, pineapple products inventories were lower than 2002 by $7.2 million, principally reflecting a reduction in the inventory of canned pineapple.

Abandoned Product Line

        In October 2003, the Company decided to cease production of its fresh-cut pineapple products and to abandon that product line. Pursuant to this decision, $1.5 million of fixed assets, inventory and supplies related to this product line were written off in the fourth quarter of 2003. Approximately 1% of Pineapple net sales for 2003 and 2% of Pineapple net sales for 2002 were from fresh-cut pineapple products.

Integrated Accounting System

        The Integrated accounting system that the Company began implementing in September 2000 was fully placed in service on January 1, 2003. Depreciation expense charged to the Pineapple segment increased by $1.9 million in 2003 compared to 2002, as a result of the cost of the new accounting system. Depreciation charges for this system in 2004 are estimated to be $1.6 million. In 2003, after a thorough review of the newly-installed integrated accounting system, the Company elected to discontinue use of a portion of the system and components totaling $450,000 were written off.

Outlook

        In 2004, the Company intends to continue to shift its pineapple production toward the fresh pineapple market with the goals of optimizing the balance of production and sales between the canned and fresh pineapple segments, and producing better quality and a more reliable volume of fresh whole pineapples. As noted above, the Company also intends to reduce the number of types of canned products, and to focus on those products and customers that offer an opportunity for higher margins. However, as the Company restructures its Pineapple operations, and in particular continues its emphasis on the fresh pineapple market, it will incur certain additional costs and expenses and it runs the risk of targeted market responses by its principal competitors.

        The Company intends to improve its practices in the areas of soil, water and energy conservation. The Company also intends to improve relationships with its neighbors through improved farm practices as well as a renewed emphasis on communications.

RESORT

Overview

        The Resort segment includes the development and sale of Kapalua real estate as well as the operation of three golf courses, ten retail facilities, the Kapalua Villas (short-term rental program) and other resort operations.

        The team evaluating the Company's resort operations is engaged in the process of analyzing the market position and future direction of the Kapalua Resort. Among other things, the Company believes that the future success of the Kapalua Resort will depend on its ability to cooperate and coordinate effectively with the other businesses that operate in the Resort, including the owners and operators of the hotels that reside on land leased from the Company.

14

        On the development side, the Company hopes to create value from its land resources, by moving up the value hierarchy in development, by designing new communities that reflect a unique character and set of values, and evaluating its land resources comprehensively in an effort to identify and achieve their highest and best use. If it is to achieve these goals, the Company believes that it is critical to build strong relationships with both its business partners and community stakeholders.

        The environment for the Resort segment improved as the year 2003 progressed. As the uncertainty brought on by the war in Iraq passed and the United States economy improved, Hawaii's visitor industry began to recover from the effect of the September 11, 2001 terrorist attacks. The second half of 2003 saw improved visitor counts for the island of Maui and the state of Hawaii. Kapalua's operations also benefited from the increase in visitors and the general improvement in the U.S. economy.

        Kapalua Resort reported an operating loss of $1.2 million for 2003 compared to an operating profit of $2.8 million for 2002. Resort revenues were $45.6 million in 2003 compared to $49.8 million in 2002. A reduction in sales of new real estate product was the primary reason for lower operating results from the Resort segment in 2003. In 2003, revenues from new real estate sales were $1.1 million compared to $7.0 million in 2002, and operating profit from real estate development and sales was less than $100,000 (after administrative expenses) compared to $2.5 million in 2002.

Resort Operations

        Revenues attributable to the Resort operations, other than real estate development, increased from $42.8 million in 2002 to $44.5 million in 2003. Revenues from the golf operations increased by 2% in 2003, primarily due to higher average green fees. Paid rounds of golf were higher in 2003, but the increase was less than commensurate with the increase in room occupancies at the Resort. Higher room occupancies in 2003 were responsible for increased Villa revenues, as the average room rates were about 3% lower in 2003 compared to 2002. In 2003, room occupancies at Kapalua increased by approximately 8%. This was about the same as the hotel and resort condominium occupancy for the State of Hawaii in total, but not as large an increase as was experienced by the island of Maui as a whole, which showed almost a 12% increase in occupancies over 2002. Merchandise sales in 2003 exceeded 2002 by 9%, primarily reflecting higher sales volume and increased floor space with the opening of the Kapalua Home store in December 2002.

        Although revenues from these operations increased in 2003, operating profit declined because of increased operating expenses and higher general and administrative costs. Increased expenses in 2003 largely reflect a renegotiated union contract for the Company's golf course maintenance employees early in 2003, an increase in the number of employees at the resort, increased workers compensation accruals, higher pension costs and severance expense.

Real Estate Sales

        In 2002, nine of the 11 lots remaining in Pineapple Hill Estates and the two remaining lots in Plantation Estates were sold. Also in 2002, one of the remaining Pineapple Hill Estates lots was contributed to a joint venture for construction of a custom home. In 2003, the last Pineapple Hill Estates lot was sold. The custom home was completed in March 2003 and remains for sale at year-end 2003. In 2003, a remnant land parcel in the Resort was sold and the profit from this sale is included in "Other Income" in the Company's Consolidated Financial Statements.

        A 6.5-acre conservation-zoned parcel was the only other new real estate product available for sale in 2003. This property is in escrow and because of its location in a conservation district, additional approvals were required to allow the potential buyer to build a home on the site. It is expected that this sale will be concluded in the first quarter of 2004. Resort real estate development and Resort real estate sales are cyclical and depend on a number of factors. Results for one period are, therefore, not

15

necessarily indicative of future performance trends for this segment. A key factor in the financial results of Resort real estate sales is the availability of new product inventory.

Outlook

        A result of the comprehensive examinations mentioned above, was development of a ranking and prioritization of the Company's developable land assets. While it is the Company's intention to retain most of its land holdings in open space, be it agriculture, parks, forest preserve, conservation or otherwise, the profitability of the Company is highly dependant on the Company's ability to develop a portion of its land assets into real estate products desired by the community and which meet the needs of the market.

        The Company received preliminary approval by the County of Maui for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the final approval from the County, the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase consists of 25 agricultural lots ranging in size from three acres to over fifteen acres. The Company has reached a tentative agreement with the Board of Trustees of the neighboring homeowners association to withdraw its opposition to the project, although this agreement must still be approved by the association's membership. Although no assurance can be given, it is presently estimated that sale of the lots and construction of the improvements could begin later in 2004. To the extent the lots are sold, revenues from this subdivision would be recognized on a percentage-of-completion basis as subdivision improvements are constructed.

        The Company is in the planning and entitlement stage of other Kapalua Resort real estate projects, but at this time does not anticipate that any other projects will be available for sale in 2004.

        The Maui County Council recently passed Bill 84, which requires a managed and directed growth plan be included in the County's general plan to clearly define urban and rural growth areas. The Bill is presently awaiting the Mayor's signature. If the Bill becomes law, the Company expects that the plan showing the growth areas will be developed and approved within a 5-year period. Development would be allowed only within those growth areas, although exemptions or amendments could be requested. If the Company's high profile lands fall outside the growth areas, the Company's ability to develop those properties could be impeded.

COMMERCIAL & PROPERTY

Overview

        The Commercial & Property segment reported an operating profit from continuing operations of $13.1 million for 2003 compared to an operating loss of $152,000 for 2002. Revenues attributable to this segment were $18.0 million in 2003 compared to $5.4 million in 2002. Several nonrecurring items affected such amounts.

Nonrecurring items

•

In September 2003, the Queen Ka 'ahumanu Center was sold for $75 million. Kaahumanu Center Associates ("KCA"), a limited partnership in which the Company was the general partner, owned the Center. The Company's equity in earnings of KCA was $12.7 million in 2003 (reflecting the gain from the sale of the Center) as compared to a loss of $1.3 million in 2002. By agreement between the partners, KCA was dissolved upon the sale of the Center and the Company's accumulated losses in excess of its investment of $11.8 million were reversed into income. The Company, as managing partner, is winding up the affairs of the partnership. The winding up

16

period, as defined by agreement, will run for at least thirteen months following the closing of the sale.

•

In August 2003, the Company sold the Napili Plaza for $7.1 million. The gain from this sale of $1.9 million and the results of operations prior to the sale are reported as discontinued operations. Prior period amounts have been restated for comparability. See Note 4 to Consolidated Financial Statements.

Continuing Operations

        Revenues and operating profit from Commercial & Property continuing operations for 2003 and 2002 include the closing of 32 and 13 lot sales, respectively, in the Kapua Village Employee Subdivision. The closing of lot sales began in December 2002 and was completed in the third quarter of 2003. Operating profit includes gains from these sales of $995,000 and $410,000, for 2003 and 2002, respectively. Revenues for 2002 also included $624,000 from other land sales.

Outlook

        The Napili Plaza and the Company's investment in Kaahumanu Center Associates were the two primary assets in the Commercial & Property segment. In 2004, the remaining Commercial & Property rentals and the Company's land entitlement activities will be reported in a new business segment that will include all resort and non-resort real estate development activity.

2002 vs. 2001

CONSOLIDATED

        The Company reported a net loss of $5.7 million for 2002 compared to net income of $7.6 million for 2001. The decline in results primarily reflects increased operating losses from the Pineapple segment due largely to increased general and administrative expenses, coupled with lower operating profit from the Resort segment. The reduction in operating profit from the Resort primarily reflected the absence of new real estate product available for sale.

        General and administrative expenses for 2002 (including amounts allocated to the business segments) increased by $4.3 million or 23% as compared to 2001. Fees paid to outside consultants increased by approximately $2.2 million in 2002 compared to 2001. Increases in consultant fees due to lawsuits related to Pineapple operations were partially offset by reductions in fees paid for other professional services. The net periodic cost for defined benefit pension plans increased by approximately $1 million in 2002 primarily because of negative investment returns in 2000 and 2001. In addition, depreciation, medical, and general insurance expenses increased by $1.8 million in 2002 as compared to 2001.

        Interest expense decreased by 15% in 2002 compared to 2001 due to lower average interest rates. Average interest rates on Company borrowings in 2002 were 2 percentage points lower than 2001. The reduction in interest expense due to lower rates was partially offset by 3% higher average borrowings in 2002.

PINEAPPLE

        Pineapple revenues were $92.5 million in 2002 compared to $92.0 million in 2001. The operating loss from continuing operations attributable to this segment was $8.5 million in 2002 compared to $3.0 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The increased loss was largely attributable to higher general and administrative costs as discussed above. General and administrative expenses attributable to the Pineapple segment increased by $4.6 million in

17

2002 compared to 2001. Shipping and marketing costs were higher in 2002 primarily because of increased use of air freight to ship fresh whole and fresh cut pineapple, increased fuel surcharges affecting ocean freight and trucking rates and additional transportation, warehousing, labeling and casing costs incurred as a result of the West Coast labor dispute in the fourth quarter of 2002. Pineapple cost of sales as a percentage of sales for 2002 was lower than 2001, primarily due to a shift in sales volume to fresh whole pineapple, which generally yield a higher gross margin.

        In the fourth quarter of 2002, the labor dispute between the West Coast longshoremen and shipping companies resulted in a temporary shutdown of the West Coast shipping ports followed by a backlog at the ports through most of December 2002. During that period, the Company incurred additional air freight costs and inter-modal rerouting costs to make timely deliveries to its customers and additional warehousing, labeling and casing costs to meet estimated orders for its customers for the remainder of 2002 and the first quarter of 2003. Losses and additional expenditures incurred by the Company during this period due to the labor dispute totaled approximately $843,000. At year-end 2002, a portion of these expenditures was deferred as prepaid shipping and selling costs.

        Case volume of canned pineapple sales was higher in 2002 compared to 2001, but average sales prices were slightly lower in 2002. Contribution to Pineapple segment revenues from non-canned product sales (pineapple juice in PET bottles, fresh cut and fresh whole pineapple) increased by 5% to approximately 30% of net sales in 2002 compared to 2001.

        In 2002, revenues included a distribution of antidumping duties by the U. S. Customs Service of $530,000, a decrease of $1.3 million as compared to 2001. These distributions were made pursuant to the Continued Dumping and Subsidy Offset Act of 2000, which allows for distribution of antidumping duties to injured domestic producers.

RESORT

        Revenues from the Kapalua Resort segment were $49.8 million in 2002 compared to $70.1 million in 2001. The operating profit from this segment was $2.8 million in 2002 compared to $19.8 million in 2001. The decrease in revenues and operating profit is primarily due to reduced inventory in the Company's real estate development projects, sales of which contributed $2.5 million to operating profit in 2002 compared to $18.2 million in 2001.

        In 2001, the sales of all 36 luxury condominium units in the Coconut Grove on Kapalua Bay closed escrow and title passed to the buyers, resulting in profit contribution to the Company of $11.5 million. In 2001, the Resort segment recognized profit on sales of 20 of the 31 single-family lots at the Pineapple Hill Estates subdivision and the sale of a one-acre land parcel next to the Ironwoods condominiums.

        In 2002, nine of the remaining 11 lots in the Pineapple Hill Estates subdivision and the two final lots in Plantation Estates were sold.

        Revenues and operating profit from Resort operations (excluding real estate development activity) were lower in 2002 compared to 2001. Much of the business activity at Kapalua Resort is related to hotel and condominium occupancies on Maui and, for 2002, hotel and villa occupancies at Kapalua decreased by 8% and, for the island of Maui, occupancies decreased by 3% compared to 2001. For the State of Hawaii, hotel and condominium occupancies were about 1% higher in 2002 compared to 2001. Throughout 2002, the Resort operating results were affected by the slow recovery of Hawaii's visitor industry from the events of September 11, 2001, continued challenges from a weak United States economy, difficult air travel and the threat of a United States military conflict. In 2002, paid rounds of golf at the Resort declined compared to 2001, and revenues from golf operations decreased by 3%, merchandise sales decreased by 6% and revenues from The Kapalua Villas decreased by 9%. Partially

18

offsetting these declines were commission income from Kapalua Realty, which increased by 80% in 2002 compared to 2001, primarily reflecting real estate resale activity.

COMMERCIAL & PROPERTY

        Revenues of $5.4 million attributable to the Commercial & Property segment increased by 39% in 2002 compared to 2001. The segment produced an operating loss from continuing operations of $152,000 in 2002 compared to $1.5 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The improved results were principally due to land sales in 2002. In the fourth quarter of 2002, the Company closed sales on 13 of 45 lots in the Kapua Village employee subdivision in West Maui. Revenues for 2002 also included other land sales totaling $624,000 compared to land sales of $189,000 in 2001.

        The Company's equity in the losses of Kaahumanu Center Associates was $1.3 million in 2002 compared to $1.5 million in 2001. The reduction in losses was primarily due to lower expense in 2002 for write-off of tenant improvement allowances and lower reserves for uncollectible accounts. The gross leasable area occupied by tenants in 2002 increased, but sales reported by the tenants decreased in 2002 as compared to 2001.

LIQUIDITY AND CAPITAL RESOURCES

Debt Reduction

        At December 31, 2003, the Company's total debt was $26.8 million, compared to $50.1 million at December 31, 2002. Five transactions contributed to the reduction in debt in 2003: (1) In connection with the $7.1 million sale of the Napili Plaza in August 2003, the Company repaid the $4.5 million mortgage loan on that property; (2) The sale of the Company's Costa Rican pineapple assets in December 2003, provided cash of $12.2 million from which $3.8 million of short- and long-term debt of the Company's Costa Rican subsidiary were repaid. The Company received cash distributions from its Costa Rican subsidiary totaling $3.3 million in December 2003; (3) The sale of Queen Ka 'ahumanu Center resulted in a cash distribution to the Company in September 2003 of $3.3 million, representing the repayment of partner advances and other working capital advances; (4) The cash distribution of $5.4 million from U.S. Customs in December 2003, and (5) $2.9 million of cash receipts related to settlement of law suits primarily in August 2003, were also used to repay debt.

Future Cash Inflows and Outflows

        The Company's Central American subsidiary expects to make cash distributions to its minority shareholders of approximately $5.2 million in the first and second quarters of 2004. In March 2004, the Company expects to make income tax payments of approximately $930,000 and in September 2004, the Company expects to make pension plan contributions of $1.5 million. In 2004, capital expenditures are expected to total $16.4 million, of which $4.1 million are for the replacement of existing facilities and equipment. In January 2004, the Company purchased land for $4.3 million in West Maui that will be used in its future operations and it expects to incur approximately $1.9 million in mid-2004 to acquire land as part of a land exchange with the State of Hawaii. The Company expects to incur approximately $3.8 million in 2004 for real estate development planning and $1.8 million for the completion of highway improvements related to subdivision projects sold in prior years.

        The Company expects that cash from operating activities and cash inflows from investing activities will substantially fund the aforementioned cash commitments for 2004. Both the Pineapple operations and the Resort ongoing operations typically produce net positive cash inflows from operating activities on a full-year basis, which can fund the capital expenditures required by those segments and contribute to unallocated corporate expenses and other cash commitments. In 2004, the Company also expects to

19

receive additional cash distributions from its Central American subsidiary as the sale of the remaining properties is completed.

        Construction and sales of the next phase of Plantation Estates is expected to begin in 2004. As with some of the Company's prior real estate projects, the sales agreement for this subdivision will probably require the buyers to pay the full purchase price and to close the sale transaction, although construction of the improvements would not be complete until a later date. Assuming no unreasonable delays are encountered and sales are accomplished, the Company expects that the sales proceeds from this project will fund the construction of the $15 million improvements and on a full-year basis; the net cash flows will contribute to liquidation of the Company's cash requirements.

        Pineapple operations seasonal cash requirements, in particular during the summer months are expected to be funded by bank lines of credit. At December 31, 2003, the Company had unused short- and long-term lines of credit totaling $15.7 million.

Contractual Obligations

        Following are summaries of the Company's contractual obligations as of December 31, 2003 (in thousands):

		Payment due by period (years)
Contractual Obligations		Total		Less Than 1		1 - 3		4 - 5		After 5
Long-term debt		$	25,874	$	3,576	$	6,964	$	7,084	$	8,250
Capital lease obligations			1,021		306		715		—		—
Operating leases(1)			4,074		613		1,249		1,305		907
Purchase commitments(1)(2)			5,808		1,386		2,041		1,363		1,018
Other long-term liabilities(3)			5,271		1,189		1,256		786		2,040
	Total	$	42,048	$	7,070	$	12,225	$	10,538	$	12,215

(1)

These operating leases and purchase commitments are not reflected on the consolidated balance sheet under accounting principles generally accepted in the United States of America.

(2)

$5.1 million of these purchase commitments at year-end 2003 were for pineapple purchases for the Company's Costa Rican subsidiary. As of March 1, 2004, a third party assumed the purchase agreement.

(3)

Amounts consist primarily of payments due under the Company's deferred compensation plan, unfunded pension payments and severance costs.

CRITICAL ACCOUNTING ESTIMATES

        The preparation of financial statements in conformity with generally accepted accounting principles require the use of accounting estimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in the Company's financial statements.

        At December 31, 2003 and for the year then ended, estimates that the Company has identified as critical to the financial statements were as follows:

•

Deferred development costs, principally predevelopment costs related to various projects at the Kapalua Resort totaled $7.9 at year-end 2003. Such amounts are carried on the balance sheet at the lower of cost or estimated net realizable value. Based on the Company's future development plans for Kapalua and the estimated value of these future projects, management has concluded

20

that these deferred costs will be recoverable from future development projects. The volatility of this assumption arises because of the long-term nature of the Company's development plans and the uncertainty of when or if certain parcels will be developed. Approximately $3.5 million of the Resort deferred development costs relate to a fee paid by the Company for future sewerage capacity. Management estimates that the capacity in the sewerage system will be available for future development projects.

•

The Company's Pineapple segment expects to continue to shift its production and sales volume from canned to fresh pineapple. Management has evaluated the fixed assets of the Pineapple segment in view of the prospective shift in operations and presently estimates that the net book value of all assets, carried on the balance sheets at cost less accumulated depreciation, will be recoverable from future operations. This estimate could be affected by management's estimate as to the rate of production of the canning operations and by decisions that management could make regarding the size and locations of future pineapple operations. These decisions could result in a change in the depreciable lives of the assets, or in a write down of their carrying values.

IMPACT OF INFLATION AND CHANGING PRICES

        The Company uses the LIFO method of accounting for its pineapple inventories. Under this method, the cost of products sold approximates current cost and, during periods of rising prices, the ending inventory is reflected at an amount below current cost. The replacement cost of pineapple inventory was $20.2 million at December 31, 2003, which is $13.0 million more than the amount reflected in the financial statements.

        Most of the land owned by the Company was acquired from 1911 to 1932 and is carried at cost. A small portion of "Real Estate Held for Sale" represents land cost. Replacements and additions to Pineapple operations occur every year and some of the assets presently in use were placed in service in 1934. At Kapalua, some of the fixed assets were constructed and placed in service in the mid-to-late 1970s. Depreciation expense would be considerably higher if fixed assets were stated at current cost.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. The Company manages this risk by monitoring interest rates and future cash requirements and evaluating opportunities to refinance borrowings at various maturities and interest rates. At December 31, 2003, 80% of the Company's short- and long-term borrowing commitments carried interest rates that were periodically adjustable to the prime rate, a Federal Farm Credit Bank index rate or to a LIBOR rate and 20% carried interest at fixed rates. Based on debt outstanding at the end of 2003 a hypothetical increase in interest rates of 100 basis points would increase the Company's interest expense by approximately $230,000 and a hypothetical decrease in interest rates of 100 basis points would increase the fair value of the Company's long-term debt by approximately $292,000. At December 31, 2003, the fair value of the Company's long-term debt exceeded the carrying value by approximately $176,000 as a result of a general decrease in quoted interest rates.

        The Company does not believe that the market risk exposure due to foreign exchange transactions would have a material impact on the Company's financial statements.

21

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Maui Land & Pineapple Company, Inc.:

        We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations and retained earnings, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Maui Land & Pineapple Company, Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

22

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

		Years Ended December 31,
		2003		2002			2001
		(Dollars in Thousands Except Per Share Amounts)
REVENUES
Net sales		$	113,584	$	112,089			119,463
Operating revenues			33,247		33,623			35,758
Equity in earnings of joint ventures			12,698		—			6,996
Other income			9,137		2,028			3,800
Total Revenues			168,666		147,740			166,017
COSTS AND EXPENSES
Cost of goods sold			76,220		79,582			81,297
Operating expenses			33,129		32,888			33,279
Shipping and marketing			19,700		18,746			17,520
General and administrative			30,593		22,678			18,425
Equity in losses of joint ventures			20		1,178			1,453
Interest			2,526		2,389			2,820
Total Costs and Expenses			162,188		157,461			154,794
Income (Loss) From Continuing Operations Before Income Taxes			6,478		(9,721	)		11,223
Income Tax Expense (Benefit)			2,612		(3,697	)		3,507
Income (Loss) From Continuing Operations			3,866		(6,024	)		7,716
Income (Loss) From Discontinued Operations (net of income tax expense (benefit) of $1,907, $191 and $(67)			2,131		315			(148	)
NET INCOME (LOSS)			5,997		(5,709	)		7,568
RETAINED EARNINGS, BEGINNING OF YEAR			55,357		61,066			53,498
RETAINED EARNINGS, END OF YEAR			61,354		55,357			61,066
EARNINGS PER COMMON SHARE— BASIC AND DILUTED
	Continuing Operations		.54		(.83	)		1.07
	Discontinued Operations		.29		.04			(.02	)
	Net Income (Loss)	$	.83	$	(.79	)	$	1.05
Average Common Shares Outstanding			7,195,800		7,195,800			7,195,800
Average Common Shares Outstanding Assuming Dilution			7,205,969		7,195,800			7,195,800

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2003			2002			2001
	(Dollars in Thousands)
Net Income (Loss)	$	5,997		$	(5,709	)	$	7,568
Minimum pension liability, net of deferred income taxes of $1,321 and $(2,835)		2,690			(5,039	)		—
Foreign currency translations		(77	)		68			(71	)
Comprehensive Income (Loss)	$	8,610		$	(10,680	)	$	7,497

See Notes to Consolidated Financial Statements.

23

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			December 31,
			2003			2002
			(Dollars in Thousands)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	7,863		$	658
	Accounts and notes receivable, less allowance of $994 and $572 for doubtful accounts			24,141			22,315
	Refundable income taxes			—			3,031
	Inventories
		Pineapple products		7,253			14,488
		Real estate held for sale		—			2,134
		Merchandise, materials and supplies		6,010			6,743
	Prepaid expenses and other assets			3,274			5,081
	Deferred income taxes			2,747			273
	Total Current Assets			51,288			54,723
OTHER ASSETS				15,344			17,274
PROPERTY
	Land			4,644			6,411
	Land improvements			56,292			60,214
	Buildings			52,904			59,852
	Machinery and equipment			131,929			130,337
	Construction in progress			3,269			7,833
	Total Property			249,038			264,647
	Less accumulated depreciation			153,990			152,449
	Net Property			95,048			112,198
TOTAL				161,680			184,195
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Notes payable and current portion of long-term debt			3,576			6,579
	Current portion of capital lease obligations			274			267
	Trade accounts payable			12,434			13,057
	Payroll and employee benefits			5,260			4,241
	Income taxes payable			1,854			418
	Other accrued liabilities			4,323			4,659
	Total Current Liabilities			27,721			29,221
LONG-TERM LIABILITIES
	Long-term debt			22,298			42,256
	Capital lease obligations			698			996
	Accrued retirement benefits			30,168			33,089
	Accumulated losses of joint venture in excess of investment			—			12,840
	Deferred income taxes			2,385			—
	Other noncurrent liabilities			1,536			1,867
	Total Long-Term Liabilities			57,085			91,048
MINORITY INTEREST IN SUBSIDIARY				5,330			1,187
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
	Common stock—no par value, 8,000,000 and 7,200,000 shares authorized, and 7,195,800 shares issued and outstanding at December 31, 2003 and 2002, respectively			12,455			12,455
	Additional paid in capital			195			—
	Retained earnings			61,354			55,357
	Accumulated other comprehensive loss			(2,460	)		(5,073	)
	Stockholders' Equity			71,544			62,739
TOTAL			$	161,680		$	184,195

See Notes to Consolidated Financial Statements.

24

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended December 31,
		2003			2002			2001
		(Dollars in Thousands)
OPERATING ACTIVITIES
Net income (loss)		$	5,997		$	(5,709	)	$	7,568
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation		12,184			11,072			10,226
	Undistributed equity in (income) losses of joint ventures		(12,678	)		1,178			1,452
	Gain on property disposals		(6,300	)		(648	)		(1,201	)
	Deferred income taxes		589			(349	)		1,792
	(Increase) decrease in accounts receivable		(3,893	)		(5,568	)		835
	(Increase) decrease in refundable income taxes		3,031			(2,709	)		(166	)
	(Increase) decrease in inventories		10,102			3,015			(2,169	)
	Increase (decrease) in trade payables		(699	)		2,906			2,304
	Increase (decrease) in income taxes payable		1,436			(1,217	)		1,773
	Net change in other operating assets and liabilities		6,417			1,030			(6,461	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			16,186			3,001			15,953
INVESTING ACTIVITIES
Purchases of property			(6,738	)		(10,401	)		(13,356	)
Proceeds from sale of property			17,261			687			1,019
Distributions from joint ventures			—			—			857
Proceeds from (payments for) other assets			3,258			(2,177	)		(1,252	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			13,781			(11,891	)		(12,732	)
FINANCING ACTIVITIES
Proceeds from long-term debt			24,848			26,129			38,367
Payments of long-term debt			(44,912	)		(20,926	)		(40,248	)
(Payments of) proceeds from short-term debt			(2,897	)		2,050			13
Payments on capital lease obligations			(291	)		(495	)		(472	)
Other			490			617			941
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(22,762	)		7,375			(1,399	)
NET INCREASE (DECREASE) IN CASH			7,205			(1,515	)		1,822
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			658			2,173			351
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	7,863		$	658		$	2,173

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities:

1.

Cash paid (received) during the year (in thousands):

Interest (net of amount capitalized)	$	2,445		$	2,477	$	2,994
Income taxes		(312	)		767		39

2.

Amounts included in accounts payable for additions to property and other investments totaled $554,000, $620,000 and $1,003,000, respectively, at December 31, 2003, 2002 and 2001.

3.

Capital lease obligations of $1,160,000 were incurred for new equipment in 2001.

See Notes to Consolidated Financial Statements.

25

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

        The consolidated financial statements include the accounts of Maui Land & Pineapple Company, Inc. and subsidiaries, primarily Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd. Significant intercompany balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

        Cash and cash equivalents include cash on hand, deposits in banks and commercial paper with original maturities of three months or less.

INVENTORIES

        Inventories of tinplate, cans, ends and canned pineapple products are stated at cost, not in excess of market value, using the dollar value last-in, first-out ("LIFO") method.

        In accordance with Hawaii industry practice, the costs of growing pineapple are charged to production in the year incurred rather than deferred until the year of harvest. For financial reporting purposes, each year's total cost of growing and harvesting pineapple is allocated to products on the basis of their respective market values; for income tax purposes, the allocation is based upon the weight of fruit included in each product.

        Real estate held for sale is stated at the lower of cost or fair value less cost to sell.

        Merchandise, materials and supplies are stated at cost, not in excess of market value, using retail and average cost methods.

OTHER ASSETS

        Cash surrender value of life insurance policies is reflected net of loans against the policies.

        Investments in joint ventures are generally accounted for using the equity method.

PROPERTY AND DEPRECIATION

        Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the life of an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting gains or losses are included in income. Depreciation is provided over estimated useful lives of the respective assets using the straight-line method.

LONG-LIVED ASSETS

        Long-lived assets and certain intangibles held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the assets' net book values exceed fair values.

26

POSTRETIREMENT BENEFITS

        The Company's policy is to fund pension cost at a level at least equal to the minimum amount required under federal law, but not more than the maximum amount deductible for federal income tax purposes.

        Deferred compensation plans for certain management employees provide for specified payments after retirement. The present value of estimated payments to be made is accrued over the period of active employment. In 1998, these plans were terminated (see Note 7 to Consolidated Financial Statements).

        The estimated cost of providing postretirement health care and life insurance benefits is accrued over the period employees render the necessary services.

REVENUE RECOGNITION

        Revenues from the sale of pineapple are recognized when title to the product is transferred to the customer. The timing of transfer of title varies according to the shipping and delivery terms of the sale.

        Sales of real estate are recognized as revenues in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks of ownership have passed to the buyer. When the Company's remaining obligation to complete improvements is significant, the sale is recognized on the percentage-of-completion method.

        Revenues from other activities are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured.

INTEREST CAPITALIZATION

        Interest costs are capitalized during the construction period of major capital projects.

ADVERTISING AND RESEARCH AND DEVELOPMENT

        The costs of advertising and research and development activities are expensed as incurred.

LEASES

        Leases that transfer substantially all of the benefits and risks of ownership of the property are accounted for as capital leases. Amortization of capital leases is included in depreciation expense. Other leases are accounted for as operating leases. Rentals under operating leases are recognized on a straight-line basis.

INCOME TAXES

        The Company's provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and tax bases of assets and liabilities using tax rates enacted by law or regulation.

STOCK-BASED COMPENSATION

        Stock-based compensation is accounted for in accordance with the fair value based method prescribed by FASB Statement No. 123, Accounting for Stock-Based Compensation. Under the fair value based method, compensation cost is recognized based on the fair value of the equity instruments issued.

27

FOREIGN CURRENCY TRANSLATION

        The assets and liabilities of the Company's majority owned subsidiary in Central America are translated into United States dollars at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at weighted average exchange rates in effect during the period. Translation adjustments are reported as other comprehensive income (loss) and accumulated in Stockholders' Equity, and totaled $(77,000), $68,000 and $(71,000) in 2003, 2002 and 2001, respectively. Transaction gains and losses that arise from exchange rate changes on transactions denominated in a currency other than the functional currency are included in income as incurred. During 2003, 2002 and 2001, such transaction gains and losses were not material.

USE OF ESTIMATES

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

        In January 2003, the Company adopted Statement of Financial Accounting Standard No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, and not at the date of an entity's commitment to an exit plan, as was previously required. The adoption of SFAS No. 146 did not have a material effect on the Company's financial statements.

        In January 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN No. 45"). FIN No. 45 requires an entity to disclose in its financial statement footnotes many of the guarantees or indemnification agreements that it issues. In addition, under certain circumstances, an entity will have to recognize a liability at the time it enters into the guarantee. The adoption of FIN No. 45 did not have a material impact on the Company's financial statements.

        In December 2003, the Company adopted FASB Statement No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits. The Statement revises employers' disclosures about pension plans and other postretirement benefit plans. It does not change the measurements or recognition of those plans required by FASB Statements No. 87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. The revised disclosures are included in Note 7, Postretirement Benefits.

EARNINGS PER COMMON SHARE

        Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from stock-based compensation arrangements had been issued.

        In 2003, diluted earnings per common share is computed on the assumption that the shares of nonvested restricted stock are outstanding at the grant date, and that the outstanding stock options are exercised, using the treasury stock method. None of these potential common shares were considered

28

antidilutive. In 2002 and 2001, there were no securities outstanding that would potentially dilute common shares outstanding.

RECLASSIFICATIONS

        Certain amounts for prior years have been reclassified to conform to the presentation for the current year.

2.     INVENTORIES

        Pineapple product inventories were comprised of the following components at December 31, 2003 and 2002:

	2003		2002
	(Dollars in Thousands)
Finished Goods	$	6,199	$	11,829
Work In Progress		755		963
Raw Materials		299		1,696
Total	$	7,253	$	14,488

        The replacement cost of pineapple product inventories at year-end approximated $20 million in 2003 and $23 million in 2002. In 2003, there was a partial liquidation of LIFO inventories; thus, cost of sales included prior years' inventory costs, which were lower than current costs. Had current costs been charged to cost of sales, net income for 2003 would have decreased by $360,000 or $.05 per share.

3.     OTHER ASSETS

        Investments and Other Assets at December 31, 2003 and 2002 consisted of the following:

	2003		2002
	(Dollars in Thousands)
Deferred Costs	$	7,922	$	7,077
Cash Surrender Value of Life Insurance Policies (net)		1,367		1,094
Pension Asset		2,762		3,895
Deferred Income Taxes		—		2,192
Other		3,293		3,016
Total	$	15,344	$	17,274

        Deferred costs are primarily predevelopment costs related to various projects at the Kapalua Resort that will be allocated to future development projects.

        Cash surrender value of life insurance policies is stated net of policy loans, totaling $597,000 at December 31, 2003 and 2002.

KAPALUA COCONUT GROVE LLC

        Kapalua Coconut Grove LLC ("KCG") is a Hawaii limited liability company whose members are the Company and YCP Site 29, Inc. KCG was formed in June 1997 to own, develop and sell luxury condominiums on the 12-acre parcel of beachfront property adjacent to the Kapalua Bay Hotel. Each member contributed to the venture its 50% interest in the land parcel and $1.1 million in cash. In 2001, construction was completed and sales of all units closed escrow as title was delivered to the buyers upon completion of the individual residences. Each member has a 50% interest in KCG and the Company has accounted for its investment in KCG by the equity method. The Company's pre-tax share

29

of KCG's net income was $6,993,000 in 2001. Also in 2001, the Company recognized income of $3.9 million representing its gain on the land parcel contributed to the venture. During 2003 and 2002, total assets, liabilities and members' equity and operations were minimal. KCG will be dissolved after all contingencies have been resolved.

KAAHUMANU CENTER ASSOCIATES

        Kaahumanu Center Associates ("KCA") was a 50/50 partnership between the Company as general partner and the Employees' Retirement System of the State of Hawaii ("ERS") as a limited partner. KCA was the owner and operator of Queen Ka 'ahumanu Center, a regional shopping center in Maui. In September of 2003, KCA sold the shopping center for $75 million. Upon closing of the sale, the Company received a cash distribution of $3.3 million, which primarily represented the repayment of cash advances, management fees, electricity and reimbursable costs. The Company had guaranteed the payment of up to $10 million of the $57 million mortgage loan of KCA. Upon closing of the sale, the mortgage was repaid and the guaranty was released.

        By agreement between the partners of KCA, the partnership was dissolved upon the closing of the sale and the Company as managing partner has proceeded to wind up the affairs of the partnership. The winding up period, as defined by agreement, will run for at least thirteen months following the closing of the sale and $1.2 million of the sales proceeds were withheld by KCA for possible contingencies and to wind up the affairs of the partnership.

        As a result of the dissolution of the partnership, the Company's accumulated losses of KCA in excess of its investment were reversed in the third quarter of 2003. The reversal of these losses in 2003 of $11.8 million was credited to equity in earnings of joint ventures.

        The Company had a long-term agreement with KCA to manage Queen Ka 'ahumanu Center. As manager, the Company provided all administrative and on-site personnel and incurred other costs and expenses, primarily insurance, which were reimbursable by KCA. The Company generated a portion of the electricity used by Queen Ka 'ahumanu Center. In accordance with the limited partnership agreement, the partners could make cash advances to KCA in order to avoid a cash flow deficit. In 2002 and 2001, cash advances from the Company to KCA totaled $977,000, and $482,000, respectively. Interest on the advances at 9.57% (per the partnership agreement, 1% above KCA's first mortgage loan) totaled $141,000, $113,000, and $54,000 in 2003, 2002 and 2001, respectively. In 2003, 2002 and 2001, reimbursements from KCA for payroll and other costs and expenses totaled $1,894,000, $2,259,000, and $2,634,000, respectively, and the Company charged KCA $1,801,000, $2,908,000, and $3,203,000, respectively, for electricity and management fees. At December 31, 2002, $2,488,000 was due to the Company from KCA for cash advances, management fees, electricity and reimbursable costs.

        The Company's pre-tax share of income (losses) from KCA was $852,000, ($1,248,000), and ($1,453,000), respectively, for 2003, 2002 and 2001.

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        Summarized balance sheet information for KCA as of December 31, 2003 and 2002 and operating information for each of the three years ended December 31, 2003 follows:

	2003		2002
	(Dollars in Thousands)
Current assets	$	1,541	$	1,101
Property and equipment, net		—		63,447
Other assets, net		153		1,183
Total Assets		1,694		65,731
Current liabilities		290		4,542
Noncurrent liabilities		7		56,688
Total Liabilities		297		61,230
Partners' Capital	$	1,397	$	4,501

	2003		2002			2001
Revenues	$	14,509	$	14,849		$	15,206
Costs and Expenses		12,805		17,344			18,112
Net Income (Loss)	$	1,704	$	(2,495	)	$	(2,906	)

4.     DISCONTINUED OPERATIONS

        In August 2003, the Company sold the Napili Plaza, which was one of two major assets in the Commercial & Property business segment. The assets sold had a net book value of $4.4 million, which was comprised principally of buildings and land improvements. The Company's gain from the transaction of $1.9 million and the results of operations prior to the sale is reported as discontinued operations and prior period amounts are restated for comparability.

        In December 2003, the Company entered into an agreement to sell substantially all of the assets of its 51% owned Costa Rican pineapple subsidiary for $15.3 million. The sale closed in December 2003 and title to all but two parcels of land, were transferred to the buyer. The sales agreement provided for withholding of $3.1 million of the sales price pending the transfer of title to the remaining properties. Accordingly, in 2003, $12.2 million of the total sales price was recognized and the Company recorded a gain of $2.9 million (after reduction for 49% minority interest). The gain and results of operations prior to the sale are reported as discontinued operations. Prior period results have been restated for comparability. The sale of the remaining two parcels will be recognized in 2004 when title to the property is transferred to the buyer. In February 2004, title to one of the remaining parcels was transferred to the buyer and $2.7 million of the previously withheld sales price was paid to the Company's subsidiary.

        The assets sold had a net book value of $6.5 million, of which approximately 34% represented land, 32% was for inventories of growing crops and the remainder was principally for machinery, buildings and other fixed assets.

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        The revenues and operating profit (loss) relating to these two discontinued operations were as follows:

		2003		2002		2001
		(Dollars in Thousands)
Revenues
	Napili Plaza	$	2,591	$	1,100	$	1,130
	Pineapple subsidiary		12,551		6,625		5,434
	Total		15,142		7,725		6,564
Operating profit (loss)
	Napili Plaza		1,982		61		62
	Pineapple subsidiary		2,056		445		(277	)
	Total	$	4,038	$	506	$	(215	)

5.     BORROWING ARRANGEMENTS

        During 2003, 2002 and 2001, the Company had average borrowings outstanding of $45.0 million, $47.9 million, and $46.4 million, respectively, at average interest rates of 5.0%, 4.9% and 6.9%, respectively.

        Short-term bank lines of credit available to the Company at December 31, 2003 were $1.4 million. These lines provide for interest at the prime rate (4% at December 31, 2003) plus 1/4% to 3/4%. There were no borrowings under these lines at December 31, 2003 and $595,000 in letters of credit were reserved against these lines to secure the Company's deductible portion of insurance claims administered by various insurance companies.

        Long-term debt at December 31, 2003 and 2002 consisted of the following (interest rates represent the rates at December 31):

	2003		2002
	(Dollars in Thousands)
Term loan, 4.20% to 5.38% and 3.72% to 5.38%	$	15,000	$	15,000
Revolving credit agreement, 3.42% to 4.25% and 4.17% to 4.25%		5,700		17,050
Mortgage loan, 7.25%		—		4,513
Equipment loans, 3.65% to 7.48% and 4.23% to 7.48%		5,174		8,030
Non-revolving term loan, 4.17%		—		1,344
Total		25,874		45,937
Less portion classified as current		3,576		3,681
Long-term debt	$	22,298	$	42,256

        The Company has a $15 million term loan that is secured by certain parcels of the Company's real property on Maui. Principal payments are due from September 2004 through June 2009. Interest rates on the loan are adjustable based on six-month, one-year and three-year rates made available by the Federal Farm Credit Bank. The agreement includes certain financial covenants, including the maintenance of a minimum tangible net worth and debt coverage ratio, maximum funded debt to capitalization ratio, and limits on capital expenditures and the payment of dividends.

        The Company has a revolving credit agreement with participating banks under which it may borrow up to $20 million in revolving loans through December 31, 2004. On December 31, 2004, the commitment reduces to $15 million and amounts outstanding at December 31, 2005, at the Company's

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option, may be converted to a three-year term loan repayable in six equal semi-annual installments. Commitment fees of 1/4% are payable on the unused portion of the revolving credit line. At the Company's option, interest on advances is based on the prime rate or on one- to six-month London Interbank Offered Rate ("LIBOR"). The loan is collateralized by the Company's three golf courses at the Kapalua Resort. The agreement contains certain financial covenants, including the maintenance of consolidated net worth at certain levels, minimum debt coverage ratio and limits on the incurrence of other indebtedness and capital expenditures. Declaration and payment of cash dividends is restricted to 30% of prior year's net income.

        The mortgage loan was collateralized by the Napili Plaza shopping center and was repaid in connection with the sale of the property in August 2003. See Note 4 to Consolidated Financial Statements.

        The Company has agreements that provide for term loans that were used to purchase equipment for the Company's pineapple and resort operations. At December 31, 2003, $1.7 million of these term loans had interest rates that were adjustable based on one- to six-month LIBOR. The balance of these loans is at fixed interest rates. The loans mature through December 2007. Some of the agreements include financial covenants that are similar to those in the Company's revolving credit agreement.

        The Company's majority owned Costa Rican subsidiary had a non-revolving term loan that the Company guaranteed. In connection with the sale of substantially all of the subsidiary's assets, the non-revolving term loan and short-term lines of credit totaling $3,845,000 were repaid and the Company's guaranty was released. See Note 4 to Consolidated Financial Statements.

        Maturities of long-term debt during the next five years, from 2004 through 2008, are as follows: $3,576,000, $3,030,000, $3,934,000, $3,634,000 and $3,450,000.

6.     LEASES

LESSEE

        The Company has capital leases, primarily on equipment used in pineapple operations, which expire at various dates through 2006. At December 31, 2003 and 2002, property included capital leases of $1,711,000, (accumulated depreciation of $639,000 and $398,000, respectively). Future minimum rental payments under capital leases aggregate $1,021,000 (including $49,000 representing interest) and are payable as follows (2004 to 2006): $306,000, $393,000 and $322,000.

        The Company has various operating leases, primarily for land used in pineapple operations, which expire at various dates through 2018. A major operating lease covering approximately 1,500 acres used primarily for pineapple operations expired on December 31, 1999, and is currently on a month-to-month basis. The Company and the lessor intend to conclude a long-term lease after the Company has reassessed its land acreage needs. Total rental expense under operating leases was $826,000 in 2003, $792,000 in 2002 and $811,000 in 2001. Future minimum rental payments under operating leases aggregate $4,074,000 and are payable during the next five years (2004 to 2008) as follows: $612,000, $618,000, $632,000, $646,000, $659,000, respectively, and $907,000 thereafter.

LESSOR

        The Company leases land and land improvements, primarily to hotels at Kapalua, and space in buildings, primarily to retail tenants. The leases generally provide for minimum rents and, in most cases, percentage rentals based on tenant revenues. In addition, the leases generally provide for

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reimbursement of common area maintenance and other expenses. Total rental income under these operating leases was as follows:

	2003		2002		2001
	(Dollars in Thousands)
Minimum rentals	$	1,284	$	2,010	$	1,835
Percentage rentals		2,322		2,183		2,572
Total	$	3,606	$	4,193	$	4,407

        Property at December 31, 2003 and 2002 includes leased property of $13,617,000 and $19,960,000, respectively (before accumulated depreciation of $9,092,000 and $11,642,000, respectively).

        Future minimum rental income aggregates $3,201,000 and is receivable during the next five years (2004 to 2008) as follows: $822,000, $769,000, $474,000, $239,000, $235,000, respectively, and $662,000 thereafter.

7.     POSTRETIREMENT BENEFITS

        The Company has defined benefit pension plans covering substantially all full-time, part-time and intermittent employees. Pension benefits are based primarily on years of service and compensation levels. The Company has defined benefit postretirement health and life insurance plans that cover primarily non-bargaining salaried employees and certain bargaining unit employees. Postretirement health and life insurance benefits are principally based on the employee's job classification at the time of retirement and on years of service.

        The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefits in excess of plan assets were $47,464,000, $42,129,000 and $38,207,000, respectively as of December 31, 2003 and $43,012,000, $38,372,000 and $31,953,000, respectively, as of December 31, 2002.

        The accumulated postretirement benefit obligation for health care as of December 31, 2003 and 2002 was determined using a health care cost trend rate of 8.5% in 2003, decreasing by .5% each year from 2003 through 2010 and 5% thereafter. The effect of a 1% annual increase in these assumed cost trend rates would increase the accrued postretirement benefit obligation by approximately $2,173,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $203,000; a 1% annual decrease would reduce the accrued postretirement benefit obligation by approximately $1,718,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $157,000.

        Special termination benefits for defined benefit pension plans increased the net periodic pension cost for 2003 and the benefit obligation recognized as of December 31, 2003 by $577,000. These special termination benefits relate to enhanced pension benefits as a result of management changes in 2003.

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        Changes in benefit obligations and changes in plan assets for 2003 and 2002 and the funded status of the plans and amounts recognized in the balance sheets as of December 31, 2003 and 2002 were as follows:

		Pension Benefits						Other Benefits
		2003			2002			2003			2002
		(Dollars in Thousands)
Change in benefit obligations:
	Benefit obligations at beginning of year	$	43,012		$	40,081		$	14,230		$	16,248
	Service cost		1,669			1,770			184			356
	Interest cost		2,770			2,695			849			902
	Actuarial (gain) loss		1,972			953			377			(2,650	)
	Special termination benefits		577			—			68			—
	Benefits paid		(2,536	)		(2,487	)		(562	)		(626	)
	Benefit obligations at end of year		47,464			43,012			15,146			14,230
Change in plan assets:
	Fair value of plan assets at beginning of year		31,953			37,691			—			—
	Actual return on plan assets		7,717			(3,508	)		—			—
	Employer contributions		1,073			257			562			626
	Benefits paid		(2,536	)		(2,487	)		(562	)		(626	)
	Fair value of plan assets at end of year		38,207			31,953			—			—
Funded status			(9,257	)		(11,059	)		(15,146	)		(14,230	)
Unrecognized actuarial (gain) loss			9,006			12,515			(4,566	)		(5,383	)
Unrecognized net transition obligation			229			254			—			—
Unrecognized prior service cost			377			423			(417	)		(545	)
Net amounts recognized			355			2,133			(20,129	)		(20,158	)
Amounts recognized in balance sheets consist of:
	Pension asset before minimum liability adjustment		2,286			3,218			—			—
	Accrued benefit liability		(1,931	)		(1,085	)		(20,129	)		(20,158	)
	Intangible asset		607			677			—			—
	Minimum liability adjustment		(4,277	)		(8,552	)		—			—
	Accumulated other comprehensive loss		3,670			7,875			—			—
Net amounts recognized		$	355		$	2,133		$	(20,129	)	$	(20,158	)
Increase (decrease) in minimum liability
	included in other comprehensive income	$	(4,205	)	$	7,875		$	—		$	—
Weighted average assumption used to determine benefit obligations at December 31:
	Discount rate		6.25	%		6.75	%		6.25	%		6.75	%
	Rate of compensation increase		3.50	%		3.50	%		3.50	%		3.50	%

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        Net periodic benefit costs for 2003, 2002 and 2001 included the following components:

		2003			2002			2001
		(Dollars in Thousands)
Pension benefits:
	Service cost	$	1,669		$	1,770		$	1,728
	Interest cost		2,771			2,694			2,701
	Expected return on plan assets		(2,858	)		(3,307	)		(3,673	)
	Amortization of net transition obligation (asset)		25			28			(505	)
	Amortization of prior service cost		46			94			74
	Special termination benefits		577			—			—
	Recognized net actuarial loss		621			77			13
	Net expense		2,851			1,356			338
Other benefits:
	Service cost		184			356			410
	Interest cost		849			901			986
	Amortization of prior service cost		(128	)		(128	)		(134	)
	Recognized net actuarial gain		(371	)		(456	)		(323	)
	Net expense	$	534		$	673		$	939

		2003	2002	2001
Weighted average assumptions used to determine net periodic benefit cost:
Pension benefits:
	Discount rate	6.75%	7.25%	7.25%
	Expected long-term return on plan assets	9%	9%	9%
	Rate of compensation increase	3.0% - 4.5%	3.0% - 4.5%	3.5% - 4.5%
Other benefits:
	Discount rate	6.75%	7.25%	7.25%
	Rate of compensation increase	3.5%	4.0%	4.0%

        The expected long-term rate of return on plan assets was based on historical total returns of broad equity and bond indices for ten to fifteen year periods, weighted against the Company's targeted pension asset allocation ranges. These rates were also compared to historical rates of return on hypothetical blended funds with 60% equity securities and 40% bond securities. These hypothetical rates of return were in excess of 9% in 2003, 2002 and 2001.

        The Company's pension plan weighted-average asset allocations at December 31, 2003 and 2002, by asset category was as follows:

Asset Category	2003		2002
Equity Securities	66	%	63	%
Debt Securities	33	%	36	%
Real Estate	—		—
Other	1	%	1	%

        A pension committee consisting of certain senior management employees administers the Company's defined benefit pension plans. The pension plan assets are allocated among approved asset types based on asset allocation guidelines and investment and risk-management guidelines set by the pension committee, and subject to liquidity requirements of the plans. The pension committee has set the following asset mix guidelines: equities 20% to 60%; fixed income securities 20% to 50%;

36

international securities 0% to 10%; private partnerships 0% to 15% and cash or equivalents 0% to 100%.

        The Company expects to contribute $1,452,000 to its defined benefit pension plans and $678,000 to its other postretirement benefit plans in 2004.

        The Company has investment and savings plans that allow eligible employees on a voluntary basis to make pre-tax contributions of their cash compensation. Substantially all employees are eligible to participate in one or more plans. The Company can elect to make contributions to the plans and, in 2002, the Company contributed $92,000 to one of the plans. No Company contributions were made to these plans in 2003.

        The Company has an Employee Stock Ownership Plan ("ESOP") for non-bargaining salaried employees and for bargaining unit clerical employees of Maui Pineapple Company, Ltd. Effective December 31, 1999, the Company's Board of Directors approved a plan amendment to freeze the ESOP. Accordingly, after 1999, there were no further contributions to the ESOP and no additional employees became participants of the plan. On March 1, 2004, the Company's Board of Directors voted to terminate the ESOP.

        On October 1, 1998, deferred compensation plans that provided for specified payments after retirement for certain management employees were terminated. At the termination date, these employees were given credit for existing years of service and future vesting of additional benefits was discontinued. The present value of the benefits to be paid is being accrued over the period of active employment. As of December 31, 2003 and 2002, deferred compensation plan liabilities totaled $2,090,000 and $2,027,000, respectively.

8.     EQUITY COMPENSATION PLANS

        At December 31, 2003, 800,000 shares of the Company's common stock have been authorized for issuance under equity compensation plans. The Company's Stock and Incentive Compensation Plan of 2003 (the "Stock Plan") was approved by its shareholders on December 11, 2003 and includes 500,000 shares of common stock authorized for issuance. The Compensation Committee of the Board of Directors is charged with administering the Stock Plan and, at its discretion can determine the employees, directors and independent contractors to whom awards under this plan will be granted. The vesting requirements, terms of the grants of options or other equity instruments and other terms of the grants generally follow certain guidelines, but can vary by grant according to the discretion of the Committee.

        In October 2003, the Company entered into a non-qualified stock option agreement with the Company's President and Chief Executive Officer under which 200,000 shares of common stock were granted to him in 2003. The term of the options expire ten years from the date of grant and the options will vest and become exercisable over a three-year period from the date of grant.

        At December 31, 2002, there were no compensation plans under which equity securities of the Company were authorized for issuance.

        At December 31, 2003, there were 225,000 stock options outstanding at a weighted average exercise price of $20.59 per share. There were no options exercised, forfeited or expiring in 2003 and there were no options exercisable at year-end 2003. The weighted average grant date fair value of the options granted during 2003 was $9.82 per share. In 2003, the exercise prices of the options on the grant dates were less than the market price of the Company's common stock on the respective grant dates. The fair value of the stock option grants in 2003 on the grant dates was estimated using a Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield -0-, expected volatility 37.5%, risk-free interest rate of 2.2% and expected life of 1.6 years. In 2003, stock-

37

based compensation resulted in recognition of expense and additional paid in capital of $195,000 for outstanding stock options.

        The Company entered into a restricted stock agreement under which 100,000 shares of restricted common stock were granted to the Company's President and Chief Executive officer in October 2003. The restricted common stock will vest at a rate of 25,000 shares per year from 2004 through 2007, subject to the achievement of certain performance measures. The stock has been issued in the President and Chief Executive Officer's name and he is entitled to vote the stock and receive any dividends that may be paid, but the stock certificate is held in escrow by the Company. At December 31, 2003, there was insufficient evidence to determine whether the restricted shares would vest, and therefore the fair value of the shares was not ascertainable and no compensation expense was recognized for the restricted stock in 2003.

9.     MINORITY INTEREST IN SUBSIDIARY

        In February 1999, Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.) formed a subsidiary company in Central America and invested $503,000 for a 51% ownership interest in a new pineapple production company. The minority stockholders contributed $460,000. In addition to $663,000 previously contributed, the Company contributed $510,000 and $357,000, in 2003 and 2002, respectively, to the capital of the Central American subsidiary and the minority shareholders contributed proportionately, thus maintaining the ownership interest percentages. As previously mentioned in Note 4, in December 2003, the Company sold substantially all of the assets of the Costa Rican pineapple production company. The minority stockholders' share of the 2003 income was $4,050,000 and the 2002 and 2001 operating losses were not material.

10.   INCOME TAXES

        The components of the income tax provision (benefit) were as follows:

		2003			2002			2001
		(Dollars in Thousands)
Current
	Federal	$	2,997		$	(2,589	)	$	1,904
	State		656			(694	)		(256	)
	Foreign		277			126			—
	Total		3,930			(3,157	)		1,648
Deferred
	Federal		684			(252	)		1,594
	State		(95	)		(97	)		198
	Total		589			(349	)		1,792
	Total provision (benefit)	$	4,519		$	(3,506	)	$	3,440

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        Reconciliation between the total provision and the amount computed using the statutory federal rate of 35% in 2003 and 34% in 2002 and 2001 follows:

		2003			2002			2001
		(Dollars in Thousands)
Federal provision (benefit) at statutory rate		$	3,680		$	(3,133	)	$	3,743
Adjusted for
	State income taxes, net of effect on federal income taxes		405			(497	)		(50	)
	Federal research credits		(48	)		(90	)		(177	)
	Other		482			214			(76	)
	Total provision (benefit)	$	4,519		$	(3,506	)	$	3,440

        Deferred tax assets and liabilities were comprised of the following types of temporary differences as of December 31, 2003 and 2002:

	2003			2002
	(Dollars in Thousands)
Accrued retirement benefits	$	9,528		$	10,696
Minimum tax credit carryforwards		2,282			6,314
Accrued liabilities		2,369			1,937
Inventory		316			—
Allowance for doubtful accounts		365			250
Net operating loss and tax credit carryforwards		212			1,125
Total deferred tax assets		15,072			20,322
Deferred condemnation proceeds		(6,250	)		(6,523	)
Property net book value		(5,155	)		(6,706	)
Income from partnerships		(84	)		(1,790	)
Pineapple marketing costs		(625	)		(837	)
Inventory		—			(1,049	)
Other		(2,596	)		(951	)
Total deferred tax liabilities		(14,710	)		(17,856	)
Net deferred tax asset	$	362		$	2,466

        A valuation allowance against deferred tax assets as of December 31, 2003 and 2002 is not considered necessary as the Company believes it is more likely than not the deferred tax assets will be fully realized.

        At December 31, 2003, the Company had federal minimum tax credit carryforwards of $2.3 million.

        The Company's federal income tax returns for 1998, 1999 and 2000 are under examination by the Internal Revenue Service. The revenue agent's report on these examinations was issued in February 2004 and has proposed additional taxes totaling $1,049,000. The Company believes that it has substantial authority for the positions it has taken on the returns and will be contesting the proposed adjustments.

        Income before income taxes from foreign sources totaled $4,156,000 and $282,000, in 2003 and 2002, respectively.

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11.   INTEREST CAPITALIZATION

        Interest cost incurred in 2003, 2002 and 2001 was $2,695,000, $2,651,000 and $3,502,000, respectively, of which $40,000, $140,000 and $599,000, respectively, were capitalized.

12.   ADVERTISING AND RESEARCH AND DEVELOPMENT

        Advertising expense totaled $1,765,000 in 2003, $1,662,000 in 2002 and $1,901,000 in 2001. Research and development expenses totaled $800,000, in 2003, $1,004,000 in 2002 and $1,073,000 in 2001.

13.   CONCENTRATIONS OF CREDIT RISK

        A substantial portion of the Company's trade receivables results from sales of pineapple products, primarily to food distribution customers in the United States and the United States government. Credit is extended after evaluating creditworthiness and no collateral generally is required from customers. Notes receivable result principally from sales of real estate in Hawaii and are collateralized by the property sold.

14.   DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

        Except for certain long-term debt, the carrying amount of the Company's financial instruments approximates fair value. The fair value of long-term debt was estimated based on rates currently available to the Company for debt with similar terms and remaining maturities.

        The carrying amount of long-term debt at December 31, 2003 and 2002 was $25,874,000 and $45,937,000, respectively, and the fair value was $26,050,000 and $45,367,000, respectively.

15.   BUSINESS SEGMENTS

        The Company's reportable segments are Pineapple, Resort and Commercial & Property. Each segment is a line of business requiring different technical and marketing strategies.

        Pineapple includes growing pineapple, canning pineapple in tin-plated steel containers fabricated by the Company and marketing canned and fresh pineapple products.

        Resort includes the development and sale of real estate, property management and the operation of recreational and retail facilities and utility companies at Kapalua on Maui.

        Commercial & Property includes the Company's investment in Kaahumanu Center Associates, Napili Plaza shopping center and non-resort real estate development, rentals and sales. It includes the Company's land entitlement and land management activities.

        The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies.

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        The financial results for each of the Company's reportable business segments for 2003, 2002 and 2001 were as follows:

	Pineapple			Resort			Commercial & Property			Other			Consolidated
	(Dollars in Thousands)
2003
Revenues(1)	$	105,038		$	45,568		$	18,037		$	23		$	168,666
Operating profit (loss)(2)		(921	)		(1,169	)		13,059			(1,965	)		9,004
Interest expense		(1,495	)		(593	)		(68	)		(370	)		(2,526	)
Income (loss) before income taxes and discontinued operations		(2,416	)		(1,762	)		12,991			(2,335	)		6,478
Depreciation		7,680			4,145			179			180			12,184
Equity in earnings (losses) of joint ventures		47			(20	)		12,651			—			12,678
Investment in joint ventures		317			333			—			—			650
Segment assets(3)		81,888			65,543			1,015			13,234			161,680
Expenditures for segment assets		3,916			3,093			284			1,524			8,817
2002
Revenues(1)	$	92,528		$	49,757		$	5,420		$	35		$	147,740
Operating profit (loss)(2)		(8,502	)		2,830			(152	)		(1,508	)		(7,332	)
Interest expense		(1,356	)		(554	)		(170	)		(309	)		(2,389	)
Income (loss) before income taxes and discontinued operations		(9,858	)		2,276			(322	)		(1,817	)		(9,721	)
Depreciation		5,733			4,077			441			821			11,072
Equity in earnings (losses) of joint ventures		62			8			(1,248	)		—			(1,178	)
Investment in joint ventures		269			320			(12,840	)		—			(12,251	)
Segment assets(3)		83,021			67,426			10,284			23,464			184,195
Expenditures for segment assets		5,224			2,656			282			3,476			11,638
2001
Revenues(1)	$	91,992		$	70,078		$	3,900		$	47		$	166,017
Operating profit (loss)(2)		(3,039	)		19,757			(1,476	)		(1,199	)		14,043
Interest expense		(1,682	)		(801	)		(211	)		(126	)		(2,820	)
Income (loss) before income taxes and discontinued operations		(4,721	)		18,956			(1,687	)		(1,325	)		11,223
Depreciation		5,582			3,690			479			475			10,226
Equity in earnings (losses) of joint ventures		3			6,993			(1,453	)		—			5,543
Investment in joint ventures		207			9			(11,518	)		—			(11,302	)
Segment assets(3)		79,068			72,198			8,051			17,116			176,433
Expenditures for segment assets		4,794			5,415			411			4,599			15,219

(1)

Amounts are principally revenues from external customers. Intersegment revenues and interest revenues were insignificant. Sales to any single customer did not exceed 10% of consolidated revenues. Revenues attributed to foreign countries were $1.1 million, $2.2 million and $1.7 million, respectively, in 2003, 2002 and 2001. Foreign sales are attributed to countries based on the location of the customer.

(2)

"Operating profit (loss)" is total revenues less all expenses except allocated interest expenses and income taxes. Operating profit (loss) included in "Other" is primarily unallocated corporate expenses.

(3)

"Segment assets" are located in the United States, primarily Maui. "Other" assets are corporate and non-segment assets.

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16.   CONTINGENCIES AND COMMITMENTS

        In 1996, the County of Maui sued several chemical manufacturers claiming that they were responsible for the presence of a nematocide commonly known as DBCP in certain water wells on Maui. The Company was a Third Party Defendant in the suit as a result of a 1978 agreement for the sale of DBCP to the Company from one of the DBCP manufacturers. In August 1999, settlement of the case was reached. The Company and the other defendants as a group have agreed that until December 1, 2039, they will pay for 90% of the capital cost to install filtration systems in any future wells if DBCP contamination exceeds specified levels and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. The level of DBCP in the existing wells should decline over time as the wells are pumped, which may end the requirement for filtration before 2039. To secure the obligations of the defendants under the settlement agreement, the defendants are required to furnish to the County of Maui an irrevocable standby letter of credit throughout the entire term of the agreement. The Company had estimated a range of its share of the cost to operate and maintain the filtration systems for the existing wells and its share of the cost of the letter of credit, and recorded a reserve for this liability in 1999. Adjustments to the reserve in 2001, 2002 and 2003 did not have a material effect on the Company's financial statements. There are procedures in the settlement agreement to minimize the DBCP impact on future wells by relocating the wells to areas unaffected by DBCP or by using less costly methods to remove DBCP from the water. The Company is unable to estimate the range of potential financial impact for the possible filtration cost for any future wells acquired or drilled by the County of Maui and, therefore, has not made a provision in its financial statements for such costs.

        A private water company on Maui detected the presence of DBCP and 1-2-3-trichloropropane in the water from wells located on Company property that it is licensed to use. The chemicals are believed to have come from agricultural chemicals that the Company used on pineapple fields in the area. In pre-litigation mediation in January 2004, a memorandum of understanding that outlined terms of a settlement and release of all claims between the private water company, ML&P and a certain chemical manufacturing company was executed. The memorandum of understanding is subject to documentation in a formal, binding settlement agreement and to court approval. Based on the present understanding between the parties, the financial impact to the Company is not expected to be material and no provision has been made in the Company's financial statements.

        In connection with pre-development planning for a land parcel in Upcountry Maui, pesticide residues in the parcel's soil were discovered in levels that are in excess of Federal and Hawaii State limits. Studies by environmental consultants, in consultation with the State Department of Health, indicate that remediation probably will be necessary. Cost of remediation will depend on various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining proper entitlements for the parcel, the ultimate use of the property remains uncertain and, therefore, an estimate of the remediation cost cannot be made.

        In addition to the matters noted above, there are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, the resolution of these other matters will not have a material adverse effect on the Company's financial position or results of operations.

        Premium Tropicals International, LLC ("PTI") is a joint venture between Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.) and an Indonesian pineapple grower and canner. The joint venture markets and sells Indonesian canned pineapple in the United States. The Company is a guarantor of a $3 million line of credit, which supports letters of credit to be issued on behalf of PTI for import trading purposes and a $1 million line of credit used for working capital purposes. Both lines expire on August 31, 2004. At December 31, 2003, there were no

42

amounts drawn under the lines of credit and payment for shipments totaling $1.1 million were secured by the letters of credit.

        The Company, as a partner in various partnerships, may under particular circumstances be called upon to make additional capital contributions.

        At December 31, 2003, the Company had commitments under signed contracts totaling $5,808,000, which primarily relate to pineapple purchase commitments for the Costa Rican operations and to real estate projects. Commitments for pineapple purchases totaling $5.1 million were assumed by a third party on March 1, 2004.

QUARTERLY EARNINGS
(unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(Dollars in Thousands Except Per Share Amounts)
2003
Total revenues	$	35,586		$	33,920		$	51,282		$	48,567
Net sales		25,792			24,494			27,739			35,559
Cost of sales		16,157			16,866			17,807			25,150
Net income (loss)		(626	)		(4,032	)		9,448			1,207
Net income (loss) per common share		(.09	)		(.56	)		1.31			.17
2002
Total revenues	$	34,531		$	31,554		$	36,742		$	44,914
Net sales		23,690			23,539			28,211			36,649
Cost of sales		15,290			15,727			20,602			27,962
Net income (loss)		776			(2,066	)		(2,199	)		(2,220	)
Net income (loss) per common share		.11			(.29	)		(.31	)		(.31	)

*

Total revenues, net sales and cost of sales for the first three quarters of 2003 and for each quarter in 2002 were restated to conform to the full year 2003 presentation.

43

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Maui Land & Pineapple Company, Inc.

        We have audited the consolidated financial statements of Maui Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, and have issued our report thereon, dated March 1, 2004. Our audits also included the financial statement schedule of Maui Land & Pineapple Company, Inc. listed in Item 15(a)2. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

44

SCHEDULE II

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

DESCRIPTION		BALANCE AT BEGINNING OF PERIOD		ADDITIONS CHARGED TO COSTS AND EXPENSES		ADDITIONS (DEDUCTIONS) CHARGED TO OTHER ACCOUNTS (describe)(a)		DEDUCTIONS (describe)(b)			BALANCE AT END OF PERIOD
		(Dollars in Thousands)
Allowance for Doubtful Accounts
	2003	$	590	$	546	$	3	$	(145	)	$	994
	2002		706		112		5		(233	)		590
	2001		1,043		245		6		(588	)		706

(a)

Recoveries.

(b)

Write off of uncollectible accounts.

45

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

Item 9A.    CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures. The effectiveness of the Company's disclosure controls and procedures were evaluated as of December 31, 2003. Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective in timely identifying material information that should be disclosed in this report.

(b)

Changes in internal controls. There have been no changes in the Company's internal controls or other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the date the evaluation was undertaken.

PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information regarding the registrant's executive officers is included in Part I, Item 1. BUSINESS.

        The information set forth under "—Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" through "—Certain Transactions" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

        The Board of Directors has determined that Director Randolph G. Moore, the Chairman of the Company's Audit Committee, is a financial expert as defined in the Securities and Exchange Commission regulations. He is also independent within the meaning of the American Stock Exchange Company Guide Section 121A.

        The Company has adopted the Maui Land & Pineapple Company, Inc. Policy on Business Ethics and Conflicts of Interest. The policy covers all officers and non-bargaining unit employees of the Company. A copy of the policy will be furnished, free of charge upon written request to: Corporate Secretary, Maui Land & Pineapple Company, Inc., P. O. Box 187, Kahului, Hawaii 96733-6687; or email: investor.info@mlpmaui.com.

Item 11.    EXECUTIVE COMPENSATION

        The information set forth under "Executive Compensation" and "—Directors' Meetings and Committees" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information set forth under "Security Ownership of Certain Beneficial Owners and Management" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

46

        Securities Authorized For Issuance Under Equity Compensation Plans:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	25,000		$	27.74	475,000
Equity compensation plans not approved by security holders	300,000	(1)	$	19.70	—

(1)

100,000 shares of restricted stock were issued in December 2003. The shares of restricted stock carry dividend and voting rights, but are escrowed by the Company and their vesting is contingent upon the attainment of certain financial and other performance measures during 2004 through 2007. Options to purchase 200,000 shares of Company common stock were granted in December 2003. One-third of the options will become exercisable in October 2004, and one-twelfth of the options will become exercisable quarterly thereafter for the next eight quarters. These options terminate in October 2013.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information set forth under "—Compensation Committee Interlocks and Insider Participation" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        Information set forth under "Independent Public Accountants" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

PART IV

Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a)1. Financial Statements

        The following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and the Independent Auditors' Report are included in Item 8 of this report:

Consolidated Statements of Operations and Retained Earnings for the Years Ended December 31, 2003, 2002 and 2001

Consolidated Balance Sheets, December 31, 2003 and 2002

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2003, 2002 and 2001

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001

Notes to Consolidated Financial Statements

47

        (a)2. Financial Statement Schedules

        The following Financial Statement Schedule of Maui Land & Pineapple Company, Inc. and subsidiaries and the Independent Auditors' Report is filed herewith:

II.

Valuation and Qualifying Accounts for the Years Ended December 31, 2003, 2002 and 2001.

        (b)    Reports on Form 8-K

(1)

A report on Form 8-K dated November 3, 2003, and filed on November 5, 2003, included item 7, Financial Statements, Pro Forma Financial Information and Exhibits and Item 12, Results of Operations.

        (c)Exhibits    

        The exhibits designated by an asterisk (*) are filed herewith. The exhibits not so designated are incorporated by reference to the indicated filing. All previous exhibits were filed with the Securities and Exchange Commission in Washington D. C. under file number 0-6510.

3.	Articles of Incorporation and By-laws.
3   (i)	Restated Articles of Association, as of February 24, 2000. Exhibit 3(i) to Form 10-K for the year ended December 31, 1999.
3.1(i)	Articles of Amendment to Restated Articles of Association, filed December 11, 2003. Exhibit 3.1(i) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.
3   (ii)	Bylaws (Amended as of December 11, 2003). Exhibit 3.1(ii) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.
4.	Instruments Defining the Rights of Security Holders. Instruments defining the rights of holders of long-term debt have not been filed as exhibits where the amount of debt authorized thereunder does not exceed ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company hereby undertakes to furnish a copy of any such instrument to the Commission upon request.
4.1(i)	Amended and Second Restated Revolving Credit and Term Loan Agreement, dated as of December 4, 1998. Exhibit 4.1(i) to Form 10-K for the year ended December 31, 1998.
(ii)	1999 Loan Modification Agreement, dated as of December 30, 1999.
(iii)	2000 Loan Modification Agreement, effective as of June 30, 2000. Exhibit 4 to Form 10-Q for the quarter ended June 30, 2000.
(iv)	Loan Modification Agreement (December 2000), effective as of December 11, 2000. Exhibit 4.1(iv) to Form 10-K for the year ended December 31, 2000.
(v)	Loan Modification Agreement (June 2001), effective as of June 30, 2001. Exhibit 4.1(v) to Form 10-Q for the quarter ended September 30, 2001.
(vi)	Loan Modification Agreement (September 2001), effective as of September 30, 2001. Exhibit 4.1(vi) to Form 10-K for the year ended December 31, 2001.
(vii)	Amended and Third Restated Revolving Credit and Term Loan Agreement, dated as of December 31, 2001. Exhibit 4.1(vii) for Form 10-K for the year ended December 31, 2001.
(viii)	Loan Modification Agreement (December 2002), effective as of December 31, 2002. Exhibit 4.1 (viii) to Form 10-K for the year ended December 31, 2002.

48

(ix)	Second Loan Modification Agreement, dated March 21, 2003. Exhibit 4.1(ix) to Form 10-K for the year ended December 31, 2002.
(x)	Third Loan Modification Agreement, dated as of August 11, 2003. Exhibit 4.1(x) to Form 10-Q for the quarter ended June 30, 2003.
(xi)*	Fourth Loan Modification Agreement, dated as of December 31, 2003.
4.2(i)	Bridge Loan Agreement between Pacific Coast Farm Credit Services, ACA and Maui Land & Pineapple Company, Inc., dated December 30, 1998. Exhibit 4.2(i) to Form 10-K for the year ended December 31, 1998.
(ii)	Term Loan Agreement between Pacific Coast Farm Credit Services and Maui Land & Pineapple Company, Inc., entered into as of June 1, 1999. Exhibit 4(A) to Form 10-Q for the quarter ended June 30, 1999.
(iii)	Modifications to Term Loan Agreement, dated February 16, 2000. Exhibit 4.2(iii) to Form 10-K for the year ended December 31, 2000.
(iv)	Amendment to Loan Agreement entered into on March 23, 2001 and effective as of December 31, 2000. Exhibit (4)A to Form 10-Q for the quarter ended March 31, 2001.
(v)	Amendment to Loan Agreement, made as of December 31, 2001. Exhibit 4.2(v) for Form 10-K for the year ended December 31, 2001.
(vi)	Fifth Amendment to Term Loan Agreement, entered into on March 18, 2003, and effective as of December 31, 2002. Exhibit 4.2(vi) to Form 10-K for the year ended December 31, 2002.
(vii)	Sixth Amendment to Term Loan Agreement, entered into on July 30, 2003, and effective as of June 29, 2003. Exhibit 4.2(vii) to Form 10-Q for the quarter ended June 30, 2003.
10.	Material Contracts
10.1(i)	Limited Partnership Agreement of Kaahumanu Center Associates, dated June 23, 1993. Exhibit (10)A to Form 10-Q for the quarter ended June 30, 1993.
(ii)	Cost Overrun Guaranty Agreement, dated June 28, 1993. Exhibit (10)B of Form 10-Q for the quarter ended June 30, 1993.
(iii)	Environmental Indemnity Agreement, dated June 28, 1993. Exhibit (10)C to Form 10-Q for the quarter ended June 30, 1993.
(iv)	Indemnity Agreement, dated June 28, 1993. Exhibit (10)D to Form 10-Q for the quarter ended June 30, 1993.
(v)	Direct Liability Agreement, dated June 28, 1993. Exhibit (10)E to Form 10-Q for the quarter ended June 30, 1993.
(vi)	Amendment No. 1 to Limited Partnership Agreement of Kaahumanu Center Associates. Exhibit (10)B to Form 8-K, dated as of April 30, 1995.
(vii)	Conversion Agreement, dated April 27, 1995. Exhibit (10)C to Form 8-K, dated as of April 30, 1995.
(viii)	Indemnity Agreement, dated April 27, 1995. Exhibit (10)D to Form 8-K, dated as of April 30, 1995.
(ix)*	Amendment No. 2 to Limited Partnership Agreement of Kaahumanu Center Associates, dated December 30, 2002.

49

(x)*	Letter Agreement dated September 2, 2003, between Maui Land & Pineapple Company, Inc. and Heitman Capital Management LLC, as agent for the Employees' Retirement System of the State of Hawaii.
10.2(i)	Second Amended and Restated Hotel Ground Lease (The Ritz-Carlton, Kapalua) between Maui Land & Pineapple Company, Inc. (Lessor) and RCK Hawaii, LLC dba RCK Hawaii-Maui (Lessee), effective as of January 31, 2001. Exhibit 10.2(i)  to Form 10-K for the year ended December 31, 2000.
10.3	Compensatory plans or arrangements
(i)	Executive Deferred Compensation Plan (revised as of 8/16/91). Exhibit (10)A to Form 10-Q for the quarter ended September 30, 1994.
(ii)	Supplemental Executive Retirement Plan (effective as of January 1, 1988). Exhibit (10)B to Form 10-K for the year ended December 31, 1988.
(iii)	Restated and Amended Executive Change-In-Control Severance Agreement (Paul J. Meyer, Executive Vice President/Finance), dated as of March 17, 1999. Exhibit 10.3 (v) to Form 10-K for the year ended December 31, 1998.
(iv)	Restated and Amended Change-In-Control Severance Agreement (Warren A. Suzuki, Vice President/Land Management), dated as of March 16, 1999. Exhibit 10.3 (viii) to Form 10-K for the year ended December 31, 1998.
(v)	Executive Severance Plan, as amended through November 6, 1998. Exhibit 10.3 (x) to Form 10-K for the year ended December 31, 1998.
(vii)	Employment Separation Agreement (Gary L. Gifford, President/CEO), dated April 15, 2003. Exhibit 10.3(x) to Form 10-Q for the quarter ended June 30, 2003.
(viii)*	Employment Agreement effective as of October 6, 2003 by and between Maui Land & Pineapple Company, Inc. and David C. Cole.
(ix)*	Maui Land & Pineapple Company, Inc. Stock Option Agreement for David Cole, dated October 6, 2003.
(x)*	Maui Land & Pineapple Company, Inc. Restricted Share Agreement for David Cole, dated October 6, 2003.
(xi)*	Employment Separation Agreement (Donald A. Young, Executive Vice President/Resort & Commercial Property), dated December 24, 2003.
(xii)*	Independent Consulting Services Agreement (Donald A. Young), effective as of January 1, 2004.
(xiii)*	Employment Separation Agreement (Douglas R. Schenk, Executive Vice President/Pineapple), dated December 30, 2003.
(xiv)*	Independent Consulting Services Agreement (Douglas R. Schenk), effective as of January 1, 2004.
(xv)	Maui Land & Pineapple Company Inc. 2003 Stock and Incentive Compensation Plan. Appendix B to Definitive Proxy Statement, dated November 7, 2003.
10.4(i)	Hotel Ground Lease between Maui Land & Pineapple Company, Inc. and The KBH Company. Exhibit (10)B to Form 10-Q for the quarter ended September 30, 1985.
(ii)	Third Amendment of Hotel Ground Lease, dated and effective as of September 5, 1996. Exhibit (10)A to Form 10-Q for the quarter ended September 30, 1996.

50

10.5(i)	Settlement Agreement and Release of All Claims (Board of Water Supply of the County of Maui vs. Shell Oil Company, et al.). Exhibit 10.5(i) to Form 10-K for the year ended December 31, 1999.
11.	Statement re computation of per share earnings. See Earnings Per Common Share under Note 1 to Consolidated Financial Statements.
21.	Subsidiaries of registrant: All of the following were incorporated in the State of Hawaii: Maui Pineapple Company, Ltd. Kapalua Land Company, Ltd. Kapalua Advertising Company, Ltd. Kapalua Water Company, Ltd. Kapalua Waste Treatment Company, Ltd. Honolua Plantation Land Company, Inc.
31.*	Rule 13a—14(a) Certifications.
32.*	Section 1350 Certifications
99.	Additional Exhibits.

51

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAUI LAND & PINEAPPLE COMPANY, INC.
March 25, 2004	By	/s/  DAVID C. COLE David C. Cole President & Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By	/s/  DAVID C. COLE David C. Cole Chairman of the Board	Date	March 25, 2004
By	/s/  PAUL J. MEYER Paul J. Meyer Executive Vice President/Finance (Principal Financial Officer)	Date	March 25, 2004
By	/s/  ADELE H. SUMIDA Adele H. Sumida Controller & Secretary (Principal Accounting Officer)	Date	March 25, 2004
By	/s/  JOHN H. AGEE John H. Agee Director	Date	March 17, 2004
By	/s/  RICHARD H. CAMERON Richard H. Cameron Director	Date	March 25, 2004
By	/s/  DAVID A. HEENAN David A. Heenan Director	Date	March 18, 2004
By	/s/  RANDOLPH G. MOORE Randolph G. Moore Director	Date	March 12, 2004
By	/s/  CLAIRE C. SANFORD Claire C. Sanford Director	Date	March 25, 2004
By	/s/  FRED E. TROTTER III Fred E. Trotter III Director	Date	March 25, 2004

52

QuickLinks

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PART I
PART II
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERLY EARNINGS (unaudited)
PART III
PART IV
SIGNATURES

EX-4

               FOURTH LOAN MODIFICATION AGREEMENT


          THIS FOURTH LOAN MODIFICATION AGREEMENT ("this
Agreement") is dated as of December 31, 2003, by and among MAUI
LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, hereinafter
called the "Borrower", and BANK OF HAWAII, a Hawaii banking
corporation ("BOH"), FIRST HAWAIIAN BANK, a Hawaii banking
corporation ("FHB"), CENTRAL PACIFIC BANK, a Hawaii banking
corporation ("CPB"), and AMERICAN AGCREDIT, PCA, a corporation or
association organized and existing under the laws of the United
States of America ("PCA") (BOH, FHB, CPB and PCA are each
sometimes called a "Lender" and are collectively called the
"Lenders"), and BANK OF HAWAII, as Agent for the Lenders to the
extent and in the manner provided in the Loan Documents described
below (in such capacity, the "Agent"), and KAPALUA LAND COMPANY,
LTD., a Hawaii corporation (the "Accommodation Party").

Recitals:

          A.   The Lenders (i) have made available to the
Borrower Revolving Loans in the aggregate principal amount of up
to $25,000,000 at any one time outstanding, and (ii) shall make
available to the Borrower Term Loans in an amount up to the
aggregate principal amount of the Revolving Loans outstanding
upon expiration of the Revolving Loan Period, but not to exceed
$15,000,000, all as more particularly described in that certain
Amended and Third Restated Revolving Credit and Term Loan
Agreement dated December 31, 2001, made by and among the
Borrower, Lenders and Agent, as amended by a Loan Modification
Agreement effective as of December 31, 2002, a Second Loan
Modification Agreement dated as of March 21, 2003, and a Third
Loan Modification Agreement dated as of August 11, 2003 (as
amended, the "Loan Agreement").

          B.   Capitalized terms used, but not defined in this
Agreement, shall have the meanings given them in the Loan
Agreement.

          C.   The performance of the Borrower under the Loan
Documents is secured by the following (as amended and confirmed,
collectively, the "Mortgages") made in favor of the Lenders:

               (1)  Mortgage and Security Agreement dated
March 1, 1993, made by the Borrower, as Mortgagor, recorded in
the Bureau of Conveyances of the State of Hawaii (the "Bureau")
as Document No. 93-036896;

               (2)  Mortgage and Security Agreement dated
March 1, 1993, made by the Borrower, as Mortgagor, recorded in
the Bureau as Document No. 93-036898; and

               (3)  Additional Security Mortgage and Security
Agreement dated March 1, 1993, made by the Accommodation Party,
recorded in the Bureau as Document No. 93-036900.

          D.   The Borrower and the Lenders have agreed to
further modify the Loan Documents under the terms and conditions
of this Agreement.


Agreements:

          NOW, THEREFORE, in consideration of the premises, the
mutual covenants set forth herein and other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:

          1.   Amendments to the Loan Agreement:  Effective as
of December 31, 2003, the Loan Agreement is amended as follows:

               (a)  The Aggregate Loan Commitment, as defined in
Section 1.1(a), is reduced to $20,000,000.00.

               (b)  Section 1.6(b)(1)(iii) is amended to read in
its entirety as follows:

                    (iii)     On December 31, 2004, the Borrower
                    agrees to pay the amount, if any, by which
                    the aggregate outstanding principal balance
                    of the Revolving Loans exceeds
                    $15,000,000.00, and as of such date, the
                    Aggregate Loan Commitment shall be reduced
                    to $15,000,000.00.

               (c)  Section 9.17 is amended to read in its
entirety as follows:

                    9.17 Expiry Date means December 31, 2005.

               (d)  Section 9.36 is amended to read in its
entirety as follows:

                    9.36 Maturity Date means December 31, 2008.

               (e)  Section 5.10(c) is amended to read in its
entirety as follows:

                    (c)  A Net Worth of not less than
                    $64,000,000, plus 50% of cumulative Net
                    Profits (but not the net losses) after
                    December 31, 2003.

               (f)  Clause (iv) Section 5.3(a) is amended to
read in its entirety as follows:

                    (iv) summary schedules of income and cash
                    flow for the Borrower's resort division,
                    pineapple division and any other, existing
                    or to be newly created, divisions,

               (g)  Clause (iv) Section 5.3(b) is amended to
read in its entirety as follows:

                    (iv) summary schedules of income and cash
                    flow for the Borrower's resort division,
                    pineapple division and any other, existing
                    or to be newly created, divisions; and

               (h)  Clause (i) Section 5.3(c) is amended to read
in its entirety as follows:

                    (i) copies of the Borrower's three-to-five
                    year summary forecast of income and cash flow
                    for the Borrower's resort division, pineapple
                    division and any other, existing or to be
                    newly created, divisions, and

               (i)  In addition to the financial reports and
information required under Section 5.3 of the Loan Agreement, as
amended above, the Borrower shall submit to the Agent, for
distribution to the Lenders, copies of any strategic plan or
update to a strategic plan within 10 days after such plan or
update is approved by the Borrower's board of directors.

          2.   Consent; Waiver:  The Lenders hereby consent to
the Borrower's sale of certain assets of its Costa Rican
pineapple-growing subsidiary to Dole Food Co., Inc. and waive
the Borrower's failure to request the Lenders' prior written
consent to the sale of such assets as may be required under
Section 6.3 of the Loan Agreement.  The Bank's waiver in this
Agreement shall not constitute, nor be deemed to constitute,
a waiver of any other terms, covenants or conditions under the
Loan Agreement or the other Loan Documents.

         3.   Amendment Fee and Costs:  In consideration of,
and as a condition to, the amendment herein contained, the
Borrower shall pay the Agent, on demand, for distribution to
the Lenders on a pro rata basis, a $20,000 amendment fee.
The Borrower shall also promptly reimburse the Agent for all
costs and expenses, including reasonable fees of attorneys and
real estate appraisers, incurred by the Agent in connection
with this transaction.

         4.   Modification:  This Agreement is a modification
only and not a novation.  In all other respects, the terms
and conditions of the Loan Documents, as hereby modified, are
hereby ratified and confirmed and shall remain in full force
and effect.

         5.   Reaffirmation and Enlargement:  The Borrower
confirms and reaffirms all of its representations, warranties
and covenants in the Loan Documents.  The execution of this
Agreement by the Borrower constitutes the certification of
the persons signing this Agreement on behalf of the Borrower
that, to the best of their actual knowledge, the representations
and warranties made in Article IV of the Loan Agreement are true
and correct as of the date of this Agreement.  All references in
the Loan Documents to the Loan Agreement are hereby enlarged and
expanded to mean and include the Loan Agreement as hereby
modified.

         6.   Mortgagors:  The Borrower and the Accommodation
Party confirm the grant, pledge and mortgage of the properties
encumbered by the Mortgages, as and for continuing security for
the obligations of the Borrower under the Loan Documents.  The
Borrower and the Accommodation Party warrant that the properties
encumbered by the Mortgages are subject to no liens or
encumbrances other than those set forth in the Mortgages.

         7.   No Offsets:  The Borrower and the Accommodation
Party each agrees that to its actual knowledge it has no claims,
defenses, or offsets against the Lenders or the Agent with
respect to the Credit Facility or to the enforcement of the
Loan Documents arising prior to the date of this Agreement and
that all such claims, defenses and offsets are hereby released.

         8.   Successors and Assigns:  This Agreement is
binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.

         9.   Counterparts:  This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an original and all of which taken together shall constitute
one and the same document, binding all of the parties hereto,
notwithstanding all of the parties are not signatory to the
original or the same counterparts.  Duplicate unexecuted pages
of the counterparts may be discarded and the remaining pages
assembled as one document.







           [The following page is the signature page.]

          To signify their agreement, the parties have executed
this Fourth Loan Modification Agreement as of the date above
written.

MAUI LAND & PINEAPPLE COMPANY,   BANK OF HAWAII, individually
INC.                             and as Agent


By  /s/ PAUL J. MEYER            By  /s/ JOHN P. MCKENNA
    Name:  Paul J. Meyer             Name:  John P. McKenna
    Title: Executive Vice            Title: Vice President
           President/Finance


By /s/ JOHN KREAG                FIRST HAWAIIAN BANK
    Name:  John Kreag
    Title: Treasurer

                  Borrower       By /s/ NEILL CHAR
                                     Name:  Neill Char
                                     Title: Vice President
KAPALUA LAND COMPANY, LTD.

                                 CENTRAL PACIFIC BANK
By /s/ PAUL J. MEYER
    Name:  Paul J. Meyer
    Title: Executive Vice        By /s/ ROBERT D. MURAKAMI
           President/Finance         Name:  Robert D. Murakami
                                     Title: Vice President

By /s/ JOHN KREAG
    Name:  John Kreag            AMERICAN AGCREDIT, PCA
    Title: Treasurer

          Accommodation Party    By /s/ GARY VAN SCHUYVER
                                     Name:  Gary Van Schuyver
                                     Title: Vice President

                                                      Lenders

EX-10

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



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

                        WITNESSETH THAT:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


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


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

EX-10

               MAUI LAND & PINEAPPLE COMPANY, INC.
            P.O. BOX 187 KAHULUI, HAWAII  96733-6687







                        September 2, 2003


Mr. Dwight P. Fawcett
Executive Vice President
Heitman Capital Management LLC
191 N. Wacker Drive, Suite 2500,
Chicago, IL 60606


    Re:  ERS Approval for Partnership Issues Relating to Sale of
         the Queen Kaahumanu Center, Kahului, Maui, Hawaii


Dear Mr. Fawcett:

         This letter is to confirm the agreement between Maui
Land & Pineapple Company, Inc., ("MLP") and Heitman Capital
Management LLC ("Heitman"), as agent for the Employees'
Retirement System of the State of Hawaii, ("ERS") relating to
the sale of the Queen Kaahumanu Shopping Center ("the Center").

         As you know, MLP and ERS entered into that certain
Limited Partnership Agreement of Kaahumanu Center Associates,
dated June 23, 1993, as amended by instruments dated April 27,
1995 ("the First Amendment"), and December 30, 2002 ("the Second
Amendment"), (said agreement and amendments are hereafter
referred to as "the L. P. Agreement"), to form a limited
partnership ("the Partnership") to expand, own and operate the
Center. Heitman has been engaged by ERS to advise on matters
relating to the L. P. Agreement and operation of the Center and
act on behalf of ERS with respect to certain Partnership matters
which have by agreement been delegated to Heitman by ERS.

         In the course of negotiating the closing of the sale of
the Center by the Partnership to Somera Investment Partners,
LLC., a California limited liability company, ("Somera"), and the
winding up of the affairs of the Partnership, MLP and Heitman
have reached an agreement with respect to the following matters:

         1. Sale of the Property.  The Partnership may sell the
Center to Somera for a purchase price of SEVENTY-FIVE MILLION
FIFTY THOUSAND DOLLARS ($75,050,000), pursuant to the terms and
conditions of that certain Shopping Center Purchase and Sale
Agreement, dated July 21, 2003, as amended by instruments dated
July 31, 2003, August 7, 2003, and August 13, 2003, respectively
("the Purchase Agreement").

         2. ERS Option.  ERS will not exercise its option to
purchase MLP's partnership interest, as set forth in Section 2 of
Second Amendment to the L.P. Agreement, provided the sale of the
Center is completed to Somera pursuant to the Purchase Agreement.

         3. Distribution of Proceeds: Establishment of Reserves.
Pursuant to Section 9.4.3 of the L.P. Agreement, as amended by
Section A.5.b. of Second Amendment to the L.P. Agreement, the
Partnership shall establish a reserve amount of NINE HUNDRED
THOUSAND DOLLARS ($900,000) ("the Reserve Fund"), to be funded
from the net sale proceeds from the sale of the Center and held
for a period of thirteen (13) months following the closing of the
sale of the Center to pay for any contingent or unforeseen
liabilities or obligations to third parties of the Partnership,
including post closing liability to Somera as provided for under
the Purchase Agreement. MLP shall be authorized to pay such claims
from the Reserve Fund which are provided for under the Purchase
Agreement or which are hereafter authorized by the Partnership.
The Reserve Fund shall be deemed funded by the partners, and any
balance remaining in the Reserve Fund upon its distribution shall
be disbursed to the partners, in the following shares:  one third
(1/3) for MLP and two thirds (2/3) for ERS.

         4. Adjustment to Partnership Distribution. The repayment
of the $830,000 equity contribution made by the parties in 1997,
pursuant to Section A.5.e. of the Second Amendment to the L.P.
Agreement, shall be adjusted so that MLP will be entitled to a
return of $30,000 rather than $830,000.

         5. Winding Up.  The Partnership shall be dissolved upon
closing of the sale of the Center as set forth in Section F of
the Second Amendment and shall proceed with the winding up of its
affairs as provided in Section 9.4.1 of the L.P. Agreement. The
winding up period shall run thirteen (13) months following the
closing of the sale of the Center and the Partnership shall be
then be terminated in accordance with the provisions of Section
9.6 of the L.P. Agreement. Notwithstanding the provisions of
Section 9.4.2 of the Partnership Agreement, MLP shall retain its
authority as general partner under the Partnership Agreement
during the winding-up period.

         6. Termination of Operating Agreement.  The Partnership
shall not terminate the Operating Agreement dated June 23, 1993
by and between the Partnership and MLP ("the Operating
Agreement") as set forth in Section C. of the Second Amendment.
Instead, the Operating Agreement shall be amended pursuant to
terms mutually acceptable to MLP and ERS, which shall provide as
follows:

            a. The Operating Agreement shall terminate thirteen
(13) months after the Closing Date under the Purchase Agreement.

            b. All sections of the Operating Agreement relating
to operation of the Center shall be deleted as appropriate.

            c. The fees accruing pursuant to Exhibit A of the
Operating Agreement shall accrue up to the Closing Date of the
Purchase Agreement and thereafter the Operator's fee for the
remaining term of the Operating Agreement shall be limited to
$10,000 per month for the first two months following closing,
$5,000 per month for the next five months and $3,500 per month
thereafter ("the Post Closing Operator's Fee").  The Post Closing
Operator's Fee shall accrue on a monthly basis, but shall be paid
to MLP upon termination of the Partnership together with interest
thereon at a rate of seven percent (7%) per annum and shall be
paid from the net proceeds of the Reserve Fund prior to
distribution of such fund upon termination.

            d. The Operator's fee due to MLP for the partial
month of September up to the Closing Date of the Purchase
Agreement shall be the same as that which MLP has earned for the
month of August, 2003, prorated on a daily basis.

            e. There will be set aside at least $300,000 in the
Agency Account upon the Closing Date of the Purchase Agreement to
cover accounts payable accruing up to the Closing Date. All
revenue received by the Partnership in the first three (3) months
following the Closing Date shall be held in the Agency Account.
In the fourth (4th) month following the Closing Date, ERS shall
receive a distribution of the balance of the Agency Account less
the costs and expenses paid by the Partnership as of such date.
Commencing in the fourth (4th) month following the Closing Date
and continuing until the Partnership is terminated, (i) all
revenue items collected by the Partnership shall be distributed
within ten (10) days of receipt to ERS, and (ii) MLP shall pay
any and all claims against the Partnership from the Reserve Fund.

            f. No payments shall be made out of the Reserve Fund
and the Agency Account without the prior approval of Heitman;
provided, however, that (i) Heitman shall use its best efforts to
respond to such requests within five (5) days and in the event
Heitman and MLP cannot agree on the requested disbursement, such
dispute shall be referred to legal counsel for the Partnership
within ten (10) days for a determination which shall be binding
upon Heitman and MLP, and (ii) any claims or accounts payable
which are specifically enumerated in the Purchase Agreement are
hereby deemed approved for payment.

         7. Expiration. This agreement pertains only to a sale of
the Center to Somera in accordance with the terms of the Purchase
Agreement. In the event the Purchase Agreement is terminated
prior to closing or if Somera otherwise fails close its purchase
of the Center, this agreement shall be null and void.

         8. Authority.  Heitman represents to MLP that it is duly
authorized to enter into this agreement on behalf of ERS and that
MLP shall be entitled to rely upon Heitman's representations
herein. Unless specifically modified by this agreement, the
provisions of the Partnership Agreement shall remain unchanged
and the provisions hereof shall supplement such unchanged
provisions.

         Please signify the agreement of Heitman to the
foregoing by executing the enclosed duplicate original of this
letter. This letter agreement can be executed by facsimile and
counterpart copies, if to MLP at (808) 877-5992 and if to Heitman
at (312) 855-5580.

                            Very truly yours,

                            Maui Land & Pineapple Company, Inc.,
                            a Hawaii corporation


                            By /S/ PAUL J. MEYER
                            Name:  Paul J. Meyer
                             Its:  Executive Vice President/
                                   Finance

                            By /S/ Don Young
                            Name:  Don Young
                             Its:  President




Accepted and agreed to this
10th day of September, 2003.

Heitman Capital Management LLC,
an Iowa limited liability company

By: /S/DWIGHT P. FAWCETT
Name:  Dwight P. Fawcett
 Its:  EVP

EX-10

                      EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into in Honolulu, Hawaii, effective as of the 6th day of
October 2003, by and between MAUI LAND & PINEAPPLE COMPANY, INC.
("Company" or "MLP"), a Hawaii corporation, whose principal place
of business is in the State of Hawaii, and DAVID C. COLE (the
"Executive").

     WHEREAS, Company desires to employ the Executive as its
President and Chief Executive Officer ("CEO"), and Executive is
willing to accept such employment with Company on the terms and
conditions set forth below;

     NOW THEREFORE, in consideration of the premises and
promises contained herein, the parties agree as follows:

     1.  Employment. Company hereby employs Executive and
Executive hereby accepts employment with Company on the terms and
subject to the conditions set forth in this Agreement.  Executive
shall be based for work purposes at Company's principal place of
business in Hawaii.

     2.  Employment Period. Executive's employment hereunder
shall commence on October 15, 2003, and shall continue for an
indefinite term at the pleasure of Company's Board of Directors.
Unless terminated sooner or continued longer as provided in
Section 8 below the terms and conditions set forth herein shall
apply during Executive's initial four (4) years of employment.

     3.  Position and Duties. Executive shall serve as Company's
President & CEO. Executive shall also serve on Company's Board of
Directors, the Company having committed expeditiously to expand
the Board of Directors from six persons to nine, which will
include Executive, and to take Executive's recommendations into
account in nominating other new Directors. Company will also use
its best efforts to seek the election of Executive as Chairman of
the Board of Directors.  Executive shall have the authority and
responsibilities for the management of Company's business
consistent with the President and CEO of a publicly traded
corporation, including general and active authority and
responsibility for Company's business operations and affairs
serving subject to the authority and at the pleasure of Company's
Board of Directors.  Executive shall perform his duties and
exercise his authority in accordance with the lawful directives
and announced policies of the Board of Directors.  Executive
shall:
         (i)    devote his full time (except for absence for
       reasonable vacation, illness or injury), undivided
       attention, skill and best efforts to the Company's
       business and the proper discharge of his fiduciary and
       employment duties;

         (ii)   use his best efforts to promote the success of
       the Company's business; and

         (iii)  cooperate fully with the Board of Directors in
       advancing the best interest of the Company and its
       Shareholders.

Notwithstanding the foregoing, Executive may make and manage
personal investments, serve as manager of his existing private
ventures or similar activities, serve on the boards of, or in
similar capacities for, other for-profit companies and/or non-
profit associations or charitable organizations, and engage in
other incidental activities provided that such investments,
ventures, services, and activities: (i) are not competitive with
Company's business, (ii)  do not subject Company to any violation
of law  or bring Company into disrepute or could be reasonably
expected to subject Company to adverse publicity, and (iii) do
not interfere with Executive's performance of his duties and
responsibilities to Company.  Executive shall notify Company's
Board of Directors of any new active investments, ventures,
services or business-oriented or profit-oriented activities begun
after October 15, 2003.

     4. Compensation.

           4(a)    Base Salary. Executive shall receive an
          annualized base salary of Four Hundred Fifty Thousand
          and No/i 00 Dollars ($450,000.00), subject to
          applicable payroll taxes and deductions.  The Base
          Salary shall be paid in equal periodic installments
          according to Company's customary payroll practices.
          Company's Board of Directors shall review Executive's
          performance annually to determine whether an increase
          in salary is warranted.

           4(b)    Equity-Based Compensation. Subject to
          receiving, and in accordance with, all required
          regulatory and shareholder requirements and approvals,
          which the Company will use its diligent-best efforts
          to obtain expeditiously and in full, Company shall
          provide Executive with performance-based restricted
          stock grants ("Stock Grants") and non-qualified stock
          options ("Stock Options") in accordance with the
          Restricted Share Agreement and the Stock Option
          Agreement attached hereto as Exhibits 1 and 2 and
          incorporated herein by reference.

Without limiting the foregoing, for all necessary Shareholder
approvals, Company shall use its best efforts:

               (i) to present the above mentioned matters
          requiring Shareholder approval to the Shareholders for
          approval as expeditiously as possible;

               (ii) to include favorable recommendations of at
          least a majority of Directors;

               (iii) to obtain favorable Shareholder action;
          and,

               (iv) to have any Shareholder vote take place at a
          time that if favorable would permit implementation of
          the equity-based compensation arrangements referred to
          above by no later than December 31, 2003 or such later
          date as Executive may agree in writing (it being
          understood that Executive shall be under no obligation
          to agree to any such extension).

     5.  Employment Benefits. Executive shall be eligible to
participate in the Company's employee and executive benefit plans
and programs in accordance with the terms of such plans and
programs but excluding Company's Annual Incentive, Long Term
Incentive and Executive Separation Plans.  These include:

            An annualized car allowance program indexed to IRS
            reimbursement standards adjusted each January 1 for
            the calendar year in accordance with Company
            practice, but, in any event, no less than $13,000
            per year.

            Medical, dental, prescription drug and vision
            benefits that use a base plan premium-sharing
            arrangement between Company and Executive;

            Group life insurance and AD&D coverage, travel
            accident insurance, and long-term disability
            insurance benefits;

            A defined benefit pension plan and an "excess"
            supplemental plan, with an initial vesting period of
            five years;

            A 401k plan and/or an executive deferred
            compensation plan with voluntary contributions.

            Four (4) weeks of paid vacation annually to be
            scheduled at a mutually convenient time with
            accumulation and carryover provisions in accordance
            with Company practice.

Executive understands and agrees that all non-equity employment
benefits are subject to change or termination (if done as to all
participants) at any time in the sole discretion of Company's
Board of Directors provided that no change shall reduce any
vested benefits or apply disproportionately to Executive.

     6.   Reimbursement for Reasonable Business and Relocation
Expenses.  Company shall pay or reimburse Executive for
reasonable expenses incurred by Executive in connection with the
performance of Executive's duties pursuant to this Agreement.
Company shall also reimburse Executive for reasonable expenses
related to Executive's relocation to Maui, Hawaii, upon
submission of documentation reasonably satisfactory to the
Company of such expenses and for up to ten thousand dollars
($10,000.00) of costs incurred by Executive for the review and
negotiation of this Agreement, the terms of the offer letter on
which it is based, and/or the documentation relating to
Executive's equity-based compensation.  Such reimbursements shall
be included in Executive's Form W-2 to the extent required by and
in accordance with IRS regulations.

     7.  Key Man Insurance. Company shall have the option to
purchase one or more key man life insurance policies upon the
life of the Executive.  The Company shall own and shall have the
absolute right to name the beneficiary or beneficiaries of the
policy.  Executive agrees to cooperate fully with the Company in
securing the policy, including without limitation, submitting to
any physical examination which may be required at such reasonable
times and places as the Company shall specify.

     8.  Termination. The Employment Period shall continue at
the pleasure of Company's Board of Directors until terminated
with or without cause by Company's Board of Directors or by
Executive's death, disability as defined below, voluntary
resignation, or resignation for good reason, as defined below.
Any termination by Company shall be made by written notice from
Company to Executive stating specifically: (a) whether the
termination is (i) for disability or (ii) with cause or (iii)
without cause and (b) if it is with cause, stating the nature and
specifics of the cause and the circumstances thereof and (c) if
it is for disability, stating the nature and specifics of the
disability and the basis on which Company believes that
disability exists, provided that Company may give the foregoing
notice orally so long as it provides the notice in writing within
two (2) business days after giving the oral notice.

       8(a) Termination Due to Death. In the Event Executive's
       employment is terminated due to his death, his estate or
       beneficiaries as the case may be, shall be entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of death,
            subject to applicable payroll taxes and deductions;

                 (ii)The right to exercise any Stock Option
            which was exercisable at the date of Executive's
            death for a period of one (1) year following
            Executive's death;

                 (iii) Any Stock Grants or other amounts earned,
            vested, accrued or owing to Executive as of
            Executive's death but not yet paid and any Stock
            Grants that would be deemed to have accrued or
            vested based on the Company's financial performance
            for periods ended prior to Executive's death
            although financial reports may not become available,
            or a determination of vesting may not be made, until
            after such death and provided further that, if
            Executive should die after June 30 but prior to the
            end of either 2005, 2006, or 2007 and the Company's
            financial performance for such year is such that a
            share grant would have vested in full or in part for
            such, year if Executive had survived the year,
            Executive shall be entitled to a fraction of the
            amount that would have vested for the year whose
            numerator is the number of days in the year prior to
            Executive's death and the denominator is 365; and

                 (iv) Other vested employment benefits, if any,
            in accordance with the applicable plans and programs
            of Company.

       8(b)   Termination Due to Disability. In the event
       Executive suffers a physical or mental impairment that
       prevents him from performing the essential duties of his
       position to the reasonable satisfaction of Company's
       Board of Directors, with or without reasonable
       accommodation, for a continuous period in excess of three
       (3) months, or an aggregate period in excess of four (4)
       months in any one (1) calendar year, Company's Board of
       Directors shall have the right at any time after the end
       of such period to terminate Executive's employment under
       this Agreement.

              In the event Executive's employment is terminated
       due to disability, Executive shall be entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the effective date
            of Executive's termination due to disability,
            subject to applicable payroll taxes and deductions.

                 (ii)The right to exercise any Stock Option
            which is exercisable on the date of termination for
            a period of one (1) year thereafter.

                 (iii)     Any Stock Grants or other amounts
            earned, vested, accrued or owing to Executive as of
            the date of termination but not yet paid and any
            Stock Grants that would be deemed to have accrued or
            vested based on the Company's financial performance
            for periods ended prior to Executive's death
            although financial reports may not become available,
            or a determination of vesting may not be made, until
            after such death and provided further that, if
            Executive should die after June 30 but prior to the
            end of either 2005, 2006, or 2007 and the Company's
            financial performance for such year is such that a
            share grant would have vested in full or in part for
            such, year if Executive had survived the year,
            Executive shall be entitled to a fraction of the
            amount that would have vested for the year whose
            numerator is the number of days in the year prior to
            Executive's death and the denominator is 365; and

                 (iv)Disability and other vested employment
            benefits, if any, in accordance with the applicable
            plans and programs of the Company.

       8(c) Termination By Company for Cause. In the event the
       Company terminates Executive's employment for cause as
       defined in Section 8(D, Executive shall only be entitled
       to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of such
            termination subject to applicable payroll taxes and
            deductions.

                 (ii)Any stock grants or other amounts earned,
            vested, accrued or owing to Executive and not yet
            paid (but excluding unexercised Stock Options)

                 (iii)     Other vested employment benefits, if
            any, in accordance with applicable plans and
            programs of the Company.

       8(d)   Termination Without Cause or Resignation For Good
       Reason. In the event Executive's employment is terminated
       without cause or in the event Executive resigns for good
       reason, as defined in Section 8(g) Executive shall be
       entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of such
            termination, subject to applicable payroll taxes and
            deductions.

                 (ii)A Severance Payment in lieu of any other
            severance plan benefit provided by Company in the
            amount of $450,000.00, less applicable payroll taxes
            payable in a lump sum immediately after such
            termination (the "Severance Payment").  Provided
            that the foregoing Severance Payment obligation
            shall only arise if Executive, in conjunction with
            the employment termination without cause or
            resignation for good reason, agrees to waive,
            release, and covenant not to sue or otherwise
            institute legal or administrative proceedings or
            make any claim of any nature against Company, its
            successors, assigns, Board of Directors, officers,
            employees or agents based on actual or alleged
            employment discrimination under federal or Hawaii
            employment discrimination laws (e.g. Title VII of
            the 1964 Civil Rights Act, as amended, Age
            Discrimination in Employment Act, or the Americans
            with Disabilities Act., and the Hawaii Fair
            Employment Practices act (Hawaii Revised Statutes
            Chapters 368 and 378) (hereinafter referred to as
            the "Waiver and Release of Claims") and does in fact
            execute an appropriate agreement reflecting the then-
            current requirements of law for such a Waiver and
            Release of Claims.  The Waiver and Release of Claims
            shall not apply to any rights, claims, or causes of
            action of Executive other than those for employment
            discrimination as described above.
            If Executive fails to execute the Waiver and Release
            of Claims agreement, Executive shall not receive the
            Severance Payment.  If after entering into the
            Waiver and Release of Claims agreement, Executive
            fails to comply with the terms of said Waiver and
            Release of Claims agreement, Executive shall
            immediately forfeit any right to the Severance
            Payment, and Executive shall be required to
            forthwith reimburse Company for any portion of the
            Severance Payment already received.

                 (iii)     The immediate vesting of any and all
            unvested Stock Grants and the immediate vesting and
            exerciseability of all unvested or unexerciseable
            Stock Options granted to Executive pursuant to
            Section 4(b), which shall remain exercisable for a
            period of six (6) months after termination without
            cause or resignation for good reason provided that,
            if any necessary shareholder approval in connection
            with any such Stock Grants or Stock Options shall
            have been obtained by the time of such termination
            without cause or resignation for good reason but any
            Board or other Company action shall still be
            necessary to grant and implement any such Stock
            Grants or Stock Options, the Board and Company shall
            promptly take all such action; and provided further
            that, (i) if such shareholder approval shall not
            have been obtained by the date of such termination
            or resignation, or (ii) if Executive resigns for
            good reason due to his not being elected Chairman of
            the Board within the time specified by Section
            8(g)(ii), Executive shall instead of the foregoing
            Stock Grants and Options have a right to be paid an
            additional severance payment under Section 8(d)(ii)
            above in the amount of Fifty Thousand Dollars
            ($50,000.00) subject to applicable payroll taxes.

                 (iv)Any other amounts earned, vested, accrued
            or owing to Executive but not yet paid; and

                 (v) Other vested Employment Benefits, if any,
            in accordance with applicable plans and programs of
            the Company.

       8(e)   Voluntary Resignation.In the event of a voluntary
       resignation not covered by Section 8(d) Executive shall
       be entitled only to those payments and benefits described
       in Section 8(c) above; provided, however, that Executive
       shall have the right to exercise any Stock Option which
       is exercisable on the effective date of such resignation
       for a period of six (6) months after such effective date.

       8(f)   Definition of Cause.    Termination for cause
       shall be deemed to exist if Executive is terminated for
       any of the following reasons:

                 (i) Executive's breach of this Agreement which
            continues uncured for fifteen (15) days after
            receipt by Executive of written notice from Company
            identifying such breach with reasonable specificity
            and demanding an immediate cure thereof;

                 (ii)Executive's failure or refusal to comply
            with any lawful and reasonable Board of Director's
            policy or directive which failure or refusal
            continues uncured for fifteen (15) days after
            receipt by Executive of written notice from Company
            identifying such failure or refusal with reasonable
            specificity and demanding an immediate cure thereof;

                 (iii)     Executive's material and intentional
            or grossly negligent breach of Executive's fiduciary
            duty of care to the Company or Executive's willful
            or grossly negligent breach of Executive's fiduciary
            duty of loyalty to the Company, which, in either
            case, results in material injury to the Company or
            its shareholders;

                 (iv)Executive's conviction or entry of a plea
            of guilty or no contest to any crime for which
            imprisonment is a possibility or which results in a
            monetary fine or penalty payment by Company;

                 (v) Any violation of a law or regulation
            carried out by or at the direction of Executive
            acting knowingly that results in payment by the
            Company of a fine, penalty or forfeiture in excess
            of $50,000.00 or a civil damages judgment of One
            Million Dollars ($1,000,000) or more.

       8(g)   Definition of Resignation for Good Reason. A
       resignation for good reason will occur if Executive
       resigns his employment within one hundred eighty (180)
       days after any of the following events:

                 (i) Any element of the equity-based
            compensation described in Section 4(b) and Exhibits
            1 and 2 of this Agreement is not fully granted,
            implemented, and effective (including, without
            limitation, the completion of any necessary
            shareholder and Board actions and approvals, the
            granting and issuance of all options and shares, and
            the execution and delivery of all associated
            agreements) by December 31, 2003 or such later date
            as Executive may agree in writing (it being
            understood that Executive shall be under no
            obligation to agree to any such extension);

                 (ii)The Board of Directors has not been
            expanded to nine (9) members or Executive is not
            elected or appointed as a Director of the Company by
            December 31, 2003, or Executive is not elected
            Chairman of the Board of Directors on or before
            April 15, 2004 (or such later date as Executive may
            agree in writing, it being understood that Executive
            shall be under no obligation to agree to any such
            extension) or Executive is not retained as a
            Director (provided Executive remains willing and
            able to serve);

                 (iii)     Company materially breaches this
            Agreement;

                 (iv)Company interferes materially with
            Executive's access or reporting to, or
            communications with, the Board of Directors or with
            any member or committee thereof;

                 (v) Company purports to terminate Executive's
            employment without complying fully with the notice
            provisions in the first paragraph of Section 8
            hereof;

                 (vi)Company decreases Executive's title or
            compensation or materially decreases Executive's
            authority or responsibilities or assigns to
            Executive duties inconsistent with the position of
            President and  CEO of the Company or Chairman of the
            Board of Directors if Executive holds that position
            (other than-a temporary, non-recurring assignment
            that does not materially interfere with the
            performance of Executive's duties);

                 (vii)     A "Change of Control," as defined
            below, occurs prior to the fourth anniversary of
            this Agreement.

       8(h)   Definition of Change of Control: A "Change of
       Control" means and includes any of the following events:

                 (i) a "person" or "group" (within the meaning
            of Sections 13(d) of the Securities Exchange Act of
            1934, as amended), other than any Existing
            Stockholder (as defined below) or its Affiliates,
            becomes the ultimate "beneficial owner" (as defined
            in Rule 13d-3 under such Act) of Voting Stock (as
            defined below) representing more than 30% of the
            total voting power of the Voting Stock of the
            Company on a fully-diluted basis and such ownership
            represents a greater percentage of the total voting
            power of the Voting Stock of the Company, on a fully-
            diluted basis, than is held by any Existing
            Stockholder and its Affiliates, taken together, on
            such date or

                 (ii)A majority of Company's Board of Directors
            comes to consist of persons who were neither (a)
            members of the Board of Directors as of the
            effective date of this Agreement nor (b) elected or
            nominated for election by Directors who comprised
            two-thirds (2/3rd) of the Board of Directors on the
            effective date of this Agreement.

                 (iii)     A merger or consolidation of Company
            after which one or more of the current Shareholders
            retain less than sixty percent (60%) of the voting
            shares of the surviving entity; or

                 (iv)A sale or other transfer in one transaction
            or a series of transactions that was not
            affirmatively recommended by Executive of 50% or
            more, by value, of the Company's assets, it being
            agreed that merely presenting a transaction to the
            Board for its consideration and possible approval
            and providing truthful information thereon shall not
            be deemed an affirmative recommendation.

                 (v) Company's approval and implementation of a
            plan for liquidation or dissolution of the Company
            or the filing of a petition in bankruptcy.

        For purposes of this definition, (a) "Existing
        Stockholders" means each person or group (each as
        defined above) that is the ultimate beneficial owner
        (also as defined above) of the common stock of the
        Company ("Common Stock"), or of securities of the
        Company convertible into or exchangeable for, Common
        Stock, in each case, representing ten percent (10%) or
        more of the Company's total Common Stock on a fully-
        diluted basis as of the date of the effectiveness of
        this Agreement and (b) "Voting Stock" means capital
        stock of the Company of any class or kind ordinarily
        having the power to vote for the election of directors,
        managers or other voting members of the Board of
        Directors.

     9.Resolution of Disputes. Any disputes or claims by
Executive or Company arising under or in connection with this
Agreement or Executive's recruitment, employment or termination
from employment with Company, including but not limited to any
claims under any employment or age discrimination law or any
employee benefit plan or program shall be resolved by binding
arbitration in Honolulu, Hawaii, in accordance with the rules and
procedures of the American Arbitration Association ("AAA")
governing employment disputes.  Judgment upon the award rendered
by the arbitrator(s) may be entered in any Hawaii court having
jurisdiction thereof.  Costs of the arbitrator and the AAA shall
be borne initially by the Company, provided that the arbitrator
shall award fees and  costs to the prevailing party in accordance
with Section 28 hereof.  Executive and Company agree that this
Section 9 shall not preclude either party from seeking interim
judicial injunctive relief to prevent any irreparable harm that
might occur prior to completion of the arbitration.

     10. Indemnification.

         10(a) Executive shall be entitled to indemnification by
       the Company (i) in accordance with applicable law and the
       provisions of the Company's Articles of Association and
       Board of Directors' resolutions and any agreement with
       any officer or director as in effect as to the most
       favorably indemnified officer or director of the Company
       on the date of this Agreement or, if more favorable to
       Executive, (ii) in accordance with the provisions of such
       Articles of Association, Bylaws or resolution and any
       agreement with any officer or director as may be in
       effect as to such officer or director at any time
       hereafter during the term of Executive's employment by
       the Company.

         10(b). Company shall include Executive continuously as
       a fully insured person under its directors' and officers'
       liability insurance which shall be maintained by the
       Company during the term of Executive's employment.

     11.  Assignability. Without the prior written consent of
Company, no rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than
his rights to compensation and benefits, which may be transferred
only by will or other means or arrangements of inheritance or
succession or operation of law.

     12.  Conflicts of Interest and Business Ethics Policies.
Executive agrees to comply with the conflict of interest and
business ethics policies for officers and for directors now in
effect at the Company, copies of which are attached hereto as
Exhibits 3 and 4.  Company agrees to apply its policies with
reasonable uniformity to all of its officers and directors.

     13. Confidentiality. Disclosure of Information; Company
Property.

       13(a)     Executive recognizes and acknowledges that
       during or as an incident to Executive's employment with
       Company he will have access to Confidential Information
       (as defined below) relating to the business or interest
       of Company or of persons and entities with whom Company
       may have business or other relationships.  Except as
       permitted herein or as may be approved by Company's Board
       of Directors from time to time, Executive will not during
       his employment or at any time thereafter, use, disclose
       or permit to be known by any other person or entity, any
       Confidential Information of the Company (except as
       required by applicable law or in connection with the
       performance of the Executive's duties and
       responsibilities hereunder).  If Executive is requested
       or becomes legally compelled to disclose any of the
       Confidential Information, he will give prompt notice of
       such request or legal compulsion to Company's Board of
       Directors. Company's Board of Directors may then elect in
       its sole discretion to waive compliance with this section
       13(a) or may provide Executive with legal counsel at no
       cost to Executive to seek an appropriate remedy.  The
       term "Confidential Information" means information
       relating to Company's business affairs, proprietary
       technology, trade secrets, patented processes, research
       and development data, know-how, market studies and
       forecasts, competitive analyses, pricing policies,
       employee lists, employment agreements (other than this
       Agreement), personnel policies, the substance of
       agreements with customers, suppliers and other marketing
       arrangements, customer lists, commercial arrangements, or
       any other information relating to the Company's business
       that is not generally known to the public or to actual or
       potential competitors of the Company (other than through
       a breach of this Agreement) and which Executive is not
       required to disclose by law. Executive's obligation under
       this Section 13 shall continue until such confidential
       Information becomes publicly available, other than
       pursuant to a breach of this section 13 by Executive,
       regardless of whether Executive continues to be employed
       by the Company.

       13(b)      It is further agreed and understood by and
       between the parties to this Agreement that all "Company
       Property," which includes, but is not limited to, keys,
       computers, computer software, computer disks, tapes
       printouts, source, HTML and other code, flowcharts,
       schematics, designs, graphics, drawings, photographs,
       charts, notebooks, customer lists, sound recordings,
       other tangible or intangible manifestations of content,
       and all other documents whether printed, typewritten,
       handwritten, electronic, or stored on computer disks,
       tapes, hard drives, or any other tangible medium, as well
       as samples, prototypes, models, products and the like,
       shall be the exclusive property of the Company and, upon
       termination of Executive's employment with Company and/or
       upon the request of Company's Board of Directors, all
       Company Property including copies thereof, as well as all
       other Company property then in Executive's possession or
       control, shall be returned to and left with the Company.
       Anything in this Section 13(b) to the contrary
       notwithstanding, Executive' shall be entitled to retain
       any personal property acquired prior to Executive's
       employment with Company or during his employment with
       Company if purchased with his personal funds so long as
       Executive does not disclose any Confidential Information
       to any third parties.

  14. Inventions Discovered by Executive.

       14(a) Executive shall promptly disclose to Company any
       invention, improvement, discovery, process, formula or
       method or other intellectual property, whether or not
       patentable or copyrightable (collectively "Inventions"),
       conceived or first reduced to practice by Executive,
       either alone or jointly with others, while performing
       services hereunder (or, if based on any Confidential
       Information within one (1) year after the termination of
       Executive's employment with Company).

          (i) which pertain to any line of business activity of
              the Company, if then conducted or then being
              actively planned by the Company, with which
              Executive was or is directly involved,

          (ii)which is developed using time, material or
              facilities of the Company, whether or not during
              working hours or on the Company premises; or

          (iii)    which directly related to any of Executive's
              work during his employment with Company whether or
              not during normal working hours.

       14(b)     Executive hereby quitclaims to Company all of
       Executive's right, title and interest in and to any such
       inventions.  During, and after the termination of
       Executive's employment with Company, Executive shall
       execute any truthful documents necessary to perfect the
       quitclaim of such inventions to the Company and to enable
       Company to apply for, obtain and enforce patents,
       trademarks and copyrights in any and all countries on
       such inventions, including, without limitation, the
       execution of any instruments and the giving of evidence
       and testimony at times and places reasonably convenient
       for Executive (i) without further compensation to the
       extent such activities take place during Executive's
       employment, or (ii) if such activities take place after
       the end of such employment, provided that payment is made
       for Executive's time, including any preparation, travel
       and waiting time, at the rate of $400 per hour.  Without
       limiting the foregoing, Executive further acknowledges
       that all original works of authorship created by
       Executive, alone or jointly with others, during and as
       part of Executive's employment by Company, and which are
       protectable by copyrights, are "works made for hire"
       within the meaning of the United States Copyright Act, 17
       U.S.C. Section 101, as amended, and the copyright of
       which shall be owned solely, completely and exclusively
       by the Company.  If any Invention is considered to be a
       work, not included in the categories of work covered by
       the United States Copyright Act, 17 U.S.C., Section 101
       as amended, such work is hereby conveyed and transferred
       completely and exclusively to Company.

       14(c)     Executive hereby irrevocably designates counsel
       to the Company as Executive's agent and attorney-in-fact
       to do all lawful acts necessary to apply for and obtain
       patents and copyrights and to enforce the Company's
       rights under this section.  This Section 14, shall
       survive the termination of this agreement.  Any
       conveyance of copyright hereunder includes all legal or
       equitable rights of ownership or use related to any
       Inventions of Executive (hereafter collectively called
       "Invention Rights") and to the extent any of such
       Invention Rights cannot be conveyed under applicable law
       and to the extent the following is allowed by the laws in
       the various countries where such Invention Rights exist,
       Executive hereby waives such Invention Rights and
       consents to any action of Company that would violate such
       Invention Rights in the absence of such consent.  The
       Executive agrees to confirm any such waivers and consents
       from time to time as requested by Company.

     15. Non-Solicitation. Executive acknowledges that the
Company has invested substantial time, money and resources in the
development and retention of its Executives, Inventions,
Confidential Information (including trade secrets), customers,
accounts and business partners, and further acknowledges that
during the course of Executive's employment with Company
Executive has had and will have access to the Company's
Inventions and Confidential Information (including Trade
secrets), and will be introduced to existing and prospective
employees, customers, accounts and business partners of the
Company. Executive acknowledges and agrees that any and all
"goodwill" associated with any existing or prospective customer,
account or business partner belongs exclusively to the Company,
including, but not limited to, any goodwill created as a result
of direct or indirect contacts or relationships between Executive
and any existing or prospective customers, accounts or business
partners.  Additionally, the parties acknowledge and agree that
Executive possesses skills that are special, unique or
extraordinary and that the value of the Company depends upon his
use of such skills on its behalf.

     Accordingly, Executive covenants and agrees that:

          1.   During the Executive's employment with Company,
     and for a period of one (1) year thereafter, Executive shall
     not entice, solicit or encourage any Company employee to
     leave the employ of Company or any independent contractor to
     sever its engagement with Company, absent prior written
     consent from the Company's Board of Directors

          2.   During Executive's employment with Company, and
     for a period of one (1) year thereafter, Executive may not,
     directly or indirectly, entice, solicit or encourage any
     customer or prospective customer of Company to cease doing
     business with Company, reduce its relationship with Company
     or refrain from establishing or expanding a relationship
     with the Company

     16. Non-Disparagement. Non-Disclosure. Executive agrees
that during his employment with Company and at all times
thereafter, Executive will not make any public statement, or
engage in any conduct, that is disparaging to the Company, any of
its officers, directors, or shareholders known to Executive,
including, but not limited to, any public statement that
disparages the products, services, finances, financial condition,
capabilities or other aspects of the business of Company, its
shareholders, directors, officers or Executives.  Notwithstanding
any term to the contrary herein, the Executive shall not be in
breach of this Section 16 for the making of any truthful
statements under oath or for legitimate business purposes for
Company or, in any case, for making any reasonable and non-
malicious statements not intended or likely to injure the
Company.

     17. Provisions Necessary and Reasonable.

         17(a)  Executive agrees that:

              (i)   The provisions of Sections 13, 14, 15 and 16
                    of this Agreement are necessary and
                    reasonable to protect the Company's
                    Confidential Information, Inventions and
                    goodwill;

              (ii)  The specific temporal, geographic and
                    substantive provisions set forth in Section
                    15 of this Agreement are reasonable and
                    necessary to protect Company's business
                    interests; and,

              (iii) In the event of any breach of any of
                    the covenants set forth in Sections 13, 14,
                    15 and 16 herein, the Company would suffer
                    substantial irreparable harm and would not
                    have an adequate remedy at law for such
                    breach.

          In recognition of the foregoing, Executive agrees that
       in the event of a breach or threatened breach of any of
       these covenants, in addition to such remedies as Company
       may have at law, Company shall be entitled to seek and
       obtain judicial equitable relief, in the form of specific
       performance, and/or temporary, preliminary or permanent
       injunctive relief, or any other equitable remedy which
       then may be available.  The seeking of such judicial
       equitable relief or order shall not affect Company's
       right to seek and obtain damages or other equitable
       relief on account of any such actual or threatened breach
       pursuant to Section 9 of this Agreement.

         17(b)  If any of the covenants contained in Sections
        13, 14, 15 and 16 hereof, or any part thereof, are
        hereafter construed to be invalid or unenforceable, the
        same shall not affect the remainder of the covenants,
        which shall be given full effect without regard to the
        invalid portions.

         17(c) If any of the covenants contained in Sections 13,
        14, 15 and 16 hereof, or any part thereof are held to be
        unenforceable by a court of competent jurisdiction
        because of the temporal or geographic scope of such
        provision or the area covered thereby, the parties agree
        that the court making such determination shall have the
        power to reduce the duration and/or geographic area of
        such provision and, in its reduced form, such provision
        shall be enforceable.

     18. Representations Regarding Prior Work and Legal
Obligations.

         18(a)  Executive represents that Executive has no
        agreement or other legal obligation with any prior
        employer, or any other person or entity, that restricts
        the Executive's ability to accept employment with, or to
        perform any function for, Company.

         18(b)  Executive has been advised by Company that at no
       time should Executive divulge to or use for the benefit
       of Company any trade secret or confidential or
       proprietary information of any previous employer.
       Executive expressly acknowledges that Executive has not
       divulged or used any such information for the benefit of
       Company.

          18(c)  Executive acknowledges that Company is basing
        important business decisions on these representations,
        and affirms that all of the statements included herein
        are true.

     19. Entire Agreement. This Agreement contains the entire
understanding and agreement between the parties concerning the
subject matter of this Agreement including but not limited to
Executive's recruitment, employment and termination of employment
with Company and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or
oral, between the parties with respect thereto.

     20. Amendment Or Waiver. No provision in this Agreement may
be amended or waived unless such amendment is in writing and
signed by Executive and signed by Executive and by an authorized
representative of the Company.  No waiver by either party of any
breach by the other party of any condition or provision contained
in this Agreement to be performed by such other party shall be
deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent time.

     21. Severability. In the event that any provision or
portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent
permitted by law.

     22. Survivorship. The respective rights and obligations of
the parties hereunder shall survive any termination of
Executive's employment to the extent necessary to the intended
preservation of such rights and obligations and shall be binding
upon and inure to the benefit of Company's successors and
assigns, and Executive's heirs and personal representatives.

     23. Interpretation. Company and Executive have each been
represented by experienced legal counsel in the negotiation and
drafting of this agreement and agree that this Agreement will not
be interpreted as the product of either party alone.

     24. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of Hawaii
without reference to any otherwise applicable principles of
conflict of laws. Any judicial proceeding involving any claim
arising out of this agreement or Executive's recruitment by,
employment with, or termination from Company shall be conducted
in Hawaii.

     25. Notices. Any notice given to a party shall be in
writing and shall be deemed to have been given when delivered
personally or sent by registered mail, postage prepaid, return
receipt requested, duly addressed to the Party concerned at the
address indicated below or to such changed address as such party
may subsequently give such notice of:

   If to Company, to:      Maui Land & Pineapple Company, Inc.
                           P. O. Box 187
                           Kahului, Hawaii  96732

     With a copy to:       Robert S. Katz, Esq.
                           Torkildson, Katz, Fonseca, Moore
                           & Hetherington
                           700 Bishop Street, 15th Floor
                           Honolulu, Hawaii  96813

   If to Executive, to:    David C. Cole
                           360 Main Street
                           Washington, VA 22747-0478

     With a copy to:       James R. Farrand
                           Arnold & Porter
                           1900 Avenue of the Stars, 17th Flr.
                           Los Angeles, CA  90067

     26. Headings. The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed
to control or affect the meaning or construction of any provision
of this Agreement.

     27. Counterparts. This Agreement may be executed in one (1)
or more counterparts, and by facsimile signature, each of which
will be deemed to be an original copy of this Agreement and all
of which when taken together will be deemed to constitute one and
the same Agreement.

     28.  Costs and Attorney Fees. If litigation, arbitration, or
similar proceedings should be instituted based on, arising out
of, or in connection with, this agreement or the employment
relationship provided for herein (including, without limitation,
the compensation, indemnification, or other aspects thereof), the
prevailing party shall be entitled to an award of such party's
costs and expenses in connection therewith, including reasonable
attorney fees and including costs and expenses in any appeal.

COMPANY                          EXECUTIVE

MAUI LAND & PINEAPPLE
COMPANY, INC.
                                 /S/ DAVID C. COLE
By: /S/ DAVID A. HEENAN              DAVID C. COLE

Its Chairman of the Board
                                 Date: October 10, 2003
Date: October 6, 2003


Attachments:
     Exhibit 1:          Maui Land & Pineapple Company, Inc.
                         Stock Option Agreement For David Cole

     Exhibit 2:          Maui Land & Pineapple Company, Inc.
                         Restricted Share Agreement For David Cole

     Exhibit 3:          Maui Land & Pineapple Company, Inc.
                         Code of Ethics for Members of the Board
                         of Directors

     Exhibit 4:          Maui Land & Pineapple Company, Inc.
                         Policy on Business Ethics and Conflicts
                         of Interest

EX-10

               MAUI LAND & PINEAPPLE COMPANY, INC.
              STOCK OPTION AGREEMENT FOR DAVID COLE

          Agreement dated October 6, 2003 between Maui Land
& Pineapple Company, Inc., a Hawaii corporation ("Company"),
whose principal place of business is in the State of Hawaii,
and David C. Cole ("Optionee").

          1.   Grant of Option.  The Company hereby agrees to
grant to Optionee, effective as of October 15, 2003 ("Grant
Date"), the right and option ("Option") to purchase from the
Company, for a price equal to the exercise price as described
below ("Exercise Price"), up to 200,000 shares of Company
common stock ("Company Stock" or "Shares").  However, this grant
shall be contingent upon the Company's obtaining shareholder
approval of certain amendments to the Company's Restated
Articles of Association as may be required to increase
authorized Shares for implementation of this grant.  Although
the Grant Date shall serve to determine certain administrative
issues hereunder (e.g., term of Option, excisable, etc.), the
actual grant date of this Option shall be the date on which
shareholder approval is obtained as described in the preceding
sentence and no Option shall be exercised and no Option Shares
shall be issued until such approval date.  This grant of Option
shall constitute a nonqualified stock option which is not a
qualified stock option as defined in Section 422 of the Internal
Revenue Code of 1996, as amended. This grant of Option is made
pursuant to the terms of that certain employment agreement by
and between the Company and Optionee effective as of October 15,
2003 ("Employment Agreement").

          2.   Terms and Conditions of Option.

               a.   Exercise Price.  The Exercise Price shall
be $19.70 per Share, which is the fair market value per Share as
of August 11, 2003.

               b.   Term of Option.  The term of the Option over
which the Option may be exercised shall commence on the Grant
Date and, subject to the provisions of Section 3.b below, shall
terminate ten years thereafter.  The Option shall not be
exercisable after the end of the term of the Option.

               c.   Exercisability of Option.  As to the total
number of Shares with respect to which the Option is granted,
the Option shall be exercisable as follows:  (i) one-third of
the Option in the aggregate shall be exercisable on or after
the first anniversary of the Grant Date, and (ii) an additional
one-twelfth of the Option in the aggregate shall become
exercisable on the completion of each quarter (i.e., three-month
period, which need not begin or end at the beginning or end of
calendar months) between the first and third anniversary of the
Grant Date.

          In addition, the Option shall become fully exercisable
upon: (i) the termination by Company of Optionee's employment
"without cause" (as described in Sections 8(d) and 8(f) of the
Employment Agreement) or (ii) except as provided in
Section 8(g)(iii) of the Employment Agreement, the Optionee's
resignation for "good reason" (as described in Sections 8(d) and
8(g) of the Employment Agreement).

          3.   Additional Terms and Conditions.

               a.   Exercise of Option; Payments for Shares.
This Option may be exercised from time to time with respect to
all or any portion of the number of Shares with respect to which
the Option has become exercisable, in whole or in part, by written
notice to the Corporate Secretary of the Company or other
authorized personnel of the Company.  Any notice of exercise of
the Option shall be accompanied by payment of the full Exercise
Price for the Shares being purchased (i) by delivery of a good
check payable to the order of the Company, by delivery to the
Company of a number of Shares already owned by Optionee having a
fair market value equal to such Exercise Price or (iii) by
Optionee's requesting and agreeing in writing to a customary
"net exercise" or "cashless exercise" with the Company or (iv)
via a customary "same-day-sale" or margin account exercise
arrangement (if consistent with applicable margin rules) with
an SEC-registered broker dealer or (v) by a combination of
these payment methods; and, in any case, the Company shall
cooperate reasonably with such exercise and designated method
of payment.  The Option shall not be exercised for any
fractional Shares and no fractional Shares shall be issued
or delivered.  The date of actual receipt by the Company of
the notice of exercise shall be treated as the date of
exercise of the Option for the Shares being purchased.  If
Optionee fails timely to pay for any Option Shares specified
in the notice of exercise or fails promptly to accept delivery
of the Option Shares, Company shall give notice to Optionee of
such failure, demanding immediate cure and stating that, absent
such curative action, the exercise will be ineffective; and, if
such failure is not cured within thirty (30) days thereafter,
the subject exercise shall be ineffective.

               b.   Termination of Option.  Except as otherwise
provided herein, the Option shall terminate and shall not be
exercisable following Optionee's termination of employment.
If Optionee's employment with the Company or any of its
subsidiaries terminates, the Option shall continue to be
exercisable, to the extent it is exercisable on the date such
employment is terminated, for six months after such termination,
but in no event after the tenth anniversary of the Grant Date.
However, if Optionee's employment terminates because of
Optionee's death (as described in Section 8(a) of the
Employment Agreement) or disability (as described in Section 8(b)
of the Employment Agreement), the Option shall continue to be
exercisable, to the extent it is exercisable on the date such
employment is terminated, for twelve months after such
termination, but in no event after the tenth anniversary of the
Grant Date.

          If the Company terminates Optionee's employment for
"cause" (as described in Sections 8(c) and 8(f) of the
Employment Agreement), the Option shall immediately terminate at
such time.

          For these purposes, the Optionee's employment shall
not be treated as terminated in the case of a transfer of
employment within or between the Company and its subsidiaries or
in the case of sick leave or other approved leaves of absences.

               c.   Issuance of Shares; Registration; Withholding
                    Taxes.
As soon as practicable after the exercise of the Option and
payment therefore as provided above, the Company shall cause to
be issued and delivered to Optionee, or for Optionee's account,
a certificate or certificates for the Option Shares purchased.
The Company may withhold with respect to the payment of any
Option Shares any taxes required to be withheld because of such
payment, including the withholding of Shares otherwise payable
due to exercise of the Option.  If, without limiting the
Company's obligations under Section 6 hereof or the rights of
Optionee thereunder, a registration (as that term is defined
below) is not in effect for the issuance of the Shares to
Optionee, the Company may require a customary investment
representation from Optionee and may include a legend on the
share certificate(s) as described in Section 7, below.  In any
event, Optionee shall comply with any and all legal requirements
relating to Optionee's resale or other disposition of any Shares
acquired under this Agreement.

               d.   Nontransferability of Options.  The Option
and this Agreement shall not be assignable or transferable by
Optionee other than by will or by the laws of descent and
distribution, or to a family partnership or other entity
customarily used for estate planning purposes, provided that
the transferor agrees in writing in a form provided by the
Company to be bound by all provisions of this Agreement.
During Optionee's lifetime, the Option and all rights of
Optionee under this Agreement may be exercised only by Optionee
(or by his or her legal guardian or legal representative or such
family partnership or similar entity).  If the Option is
exercised by such a partnership or similar entity or after
Optionee's death, the Committee may require evidence reasonably
satisfactory to it of the authority of the person exercising the
Option to act in respect thereto.  Any delay in furnishing such
evidence, however, shall not make any otherwise valid exercise
invalid as untimely but shall only permit the Company to delay
reasonably the delivery of the certificate(s) for the subject
shares.
          4.   Share Adjustments.  The number and kind of
securities issuable upon exercise of this Option and the
Exercise Price shall be adjusted equitably for any increase or
decrease in the number of issued shares of common stock, or the
exchange of shares of common stock for other securities, by
reason of a merger, reorganization, recapitalization,
reclassification, stock split, stock dividend, or other capital
adjustments so as to preserve, as nearly as may be, but not
increase, the economic value and consequences of this Option and
the exercise hereof.  The adjustment required shall be made by
the Committee, whose reasonable determination shall be conclusive.
Except as otherwise provided in this Section 4, no adjustments
shall be made for dividends, distributions, or other rights
(whether ordinary or extraordinary, and whether in cash,
securities or other property) for which the record date is prior
to the date of exercise.

          5.   No Rights as Shareholder.  The execution and
delivery of this Option Agreement does not confer upon Optionee
any rights as a shareholder as to any of the Shares issuable
hereunder.  Optionee shall be deemed, and shall have the rights
of, a shareholder as to such Shares upon and to the extent one or
more valid exercise of this Option.

          6.   Registration of Option Shares.

               a.   Definitions.  As used in this Section 6, the
following terms shall have the following respective meanings:

                    (1)  "1933 Act" means the Securities Act of
1933, as amended.

                    (2)  "1934 Act" means the Securities Exchange
Act of 1934, as amended.

                    (3)  "Form S-8" means such form under the
1933 Act as in effect on the date hereof or any registration form
under the 1933 Act subsequently adopted by the Securities and
Exchange Commission ("SEC") which permits the registration of the
issuance of securities offered hereunder.

                    (4)  The terms "register", "registered" and
"registration" refer to a registration effected by preparing and
filing a registration statement or similar document in compliance
with the 1933 Act, and the effectiveness of such registration
statement or document with the SEC.

               b.   Registration.  By no later than the first
anniversity of the Grant Date, the Company shall take steps
reasonably and advisedly chosen (i) to prevent the Option Shares
issued to Optionee upon the exercise of this Option from being
"restricted securities," as that term is used in Rule 144 under
the 1933 Act, thereby preventing the "holding period" requirements
in part "d" of that Rule from being applicable to resales under
the Rule of such Option Shares by Optionee or (ii) to provide
Optionee with substantially the same benefits.  The Company has
represented to Optionee that the objective set forth above in
this paragraph will be accomplished by the registration, prior
to the first anniversary of the Grant Date, of the issuance of
the underlying Option Shares to Optionee.  Based on this
representation and subject to its correctness, Optionee agrees
that Company's compliance with the obligation set out in the
first sentence of this paragraph may take the form of using
Company's best efforts:  (a) to register such issuance on Form S-
8, on or before the first anniversary of the Grant Date, and (b)
to effect all such other registrations, qualifications and
compliances as may be requested and as would permit and
facilitate, by no later than the first anniversary of the Grant
Date, the issuance to the Optionee of such Option Shares upon
exercise of the Option from time to time, in transactions that
will not result in such shares being "restricted securities" as
described above.  If for any reason the Company determines that
it cannot use Form S-8 to accomplish the foegoing, then it shall
promptly notify Optionee thereof.  In such event, Optionee shall
have identical rights with regard to the Option Shares as set
forth in Section 6 of the Restricted Share Agreement dated as of
the date hereof between the Company and Optionee, with regard to
the "Restricted Shares" described therein.

               c.   Filings.  Whenever it effects the
registration of any Option Shares under this Section 6, the
Company shall, as expeditiously as reasonably possible:

                    (1)  Prepare and file with the SEC a
registration statement with respect to such Option Shares
and use its best efforts to cause such registration statement
to become effective, and keep such registration statement
effective until all purchase rights hereunder have been
exercised or have terminated (or, if earlier, until shares of
Company stock cease to be publicly traded).

                    (2)  Prepare and file with the SEC such
amendments and supplements to such registration statement and
the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of
the 1933 Act and the rules and regulations thereunder and to
allow the exercise by the Optionee of the Options in transactions
that will not result in the Option Shares being "restricted
securities" as described above.

               d.   Registration Expenses.  For purposes of this
Section 6, "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section 6.b. and 6.c
including, without limitation, all registration, filing and
qualification fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and disbursements, and the
expense of any special audits incident to or required by any
registration pursuant to Section 6.b. or 6.c.  The Company shall
bear all Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to Section
6.b. or 6.c.

               e.   Other Company Obligations.  With a view to
making available to the Optionee the benefits of Rule 144
promulgated under the 1933 Act and any other rule or regulation of
the SEC that may at any time permit the Optionee to sell securities
of the Company to the public without registration, the Company
agrees to:

                    (1)  use its best efforts to make and keep
public information available, as those terms are understood and
defined in Rule 144, at all times;

                    (2)  use its best efforts to file with the
SEC in a timely manner all reports and other documents required of
the Company under the 1933 Act and the 1934 Act; and

                    (3)  furnish to the Optionee, so long as he
owns any Option Shares, forthwith upon request: (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act; (ii) a
copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company; and
(iii) such other information as may be reasonably requested in
order to permit the Optionee to avail itself of any rule or
regulation of the SEC or any state securities authority which
permits the selling of any such securities without registration.

          7.   Restrictive Legends.  If, without limiting the
Company's obligations under Section 6 hereof or the rights of
Optionee thereunder, (a) a registration statement under the
Securities Act of 1933 with respect to the issuance of the shares
issuable upon exercise of any option granted under the Plan is not
in effect at the time of exercise or (b) a registration statement
with respect to the issuance of said shares to the Optionee is
in effect but not with respect to the Optionee's resale thereof
and the Optionee is an "affiliate" of the Company, then, in
either such case:  (i) as a condition of the issuance of the
shares, the person exercising such Option shall give the Company
a written acknowledgement substantially in the form attached
hereto as Attachment A or Attachment B, hereto, as the case may
be, acknowledging that said shares may be reoffered or resold by
the Optionee only pursuant to a separate registration statement
under said Act or pursuant to an exemption from such
registration requirements (such as compliance with the
provisions of Rule 144 under the Securities Act of 1933 and (ii)
in the former case only, the Company may place upon the stock
certificate(s) for shares issued upon exercise of such Option
the following legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND
     MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR
     OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE
     ACT AND APPLICABLE STATE SECURITIES LAWS OR THE
     AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS THEREOF.  THE ISSUER MAY REQUIRE AN
     OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
     TO THE ISSUER TO THE EFFECT THAT THE PROPOSED TRANSFER
     IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
     SECURITIES LAWS.

          If, in the reasonable opinion of the Company and its
counsel, such legend is placed on any certificate representing
Option Shares, and then, under relevant provisions of the
federal securities laws and regulations and the case law and
interpretive and "no-action" guidance thereunder, such legend is
no longer required, Optionee shall be entitled to exchange such
certificate with the Company for a certificate representing the
same number of Shares but without such legend.

          8.   Employment Rights.  This grant of Option is made
in accordance with the Employment Agreement between the Optionee
and the Company, which Employment Agreement governs the terms
and conditions of the Optionee's employment with the Company.

          9.   Amendment.  This Agreement may be amended by the
Company at any time based on its determination that the amendment
is necessary or advisable in light of any addition to, or change
in, the Internal Revenue Code of 1986, as amended, or
regulations issued thereunder, or any federal or state
securities law or other law or regulation provided, however,
that no such amendment shall adversely affect any of the rights
of Optionee hereunder absent the written consent of Optionee.

          10.  Notices.  Any notice or other communication made
in connection with this Agreement shall be deemed duly given in
accordance with Section 25 of the Employment Agreement.

          11.  Miscellaneous.  If litigation, arbitration, or
similar proceedings should be instituted based on, arising out
of, or in connection with, this agreement, the prevailing party
shall be entitled to an award of such party's costs and expenses
in connection therewith, including reasonable and documented
attorney fees and including reasonable and documented costs and
expenses in any appeal.  This Agreement sets forth the final and
entire agreement between the parties with respect to the Option,
which shall be governed by and shall be construed in accordance
with the laws of the State of Hawaii without regard to any
otherwise applicable principles of conflicts of laws.  This
Agreement shall bind and benefit Optionee, the heirs,
distributees, personal representative, and permitted assign(s)
of Optionee, and the Company and its successors and assigns.

          IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.


COMPANY:  Maui Land & Pineapple
          Company, Inc.                OPTIONEE:



By:  /S/ DAVID A. HEENAN                /S/ DAVID C. COLE
Name:    David A. Heenan                    David C. Cole
Title:   Chairman of the Board





Attachments:

     Attachment A:       Acknowledgement Regarding Resale (No
                         Registration in Effect at time of Issuance)

     Attachment B:       Acknowledgement Regarding Resale
                         ("Affiliate" Resale Restrictions Only)










             ATTACHMENT A TO STOCK OPTION AGREEMENT

 ACKNOWLEDGEMENT REGARDING RESALE (NO REGISTRATION IN EFFECT AT
                        TIME OF ISSUANCE)

          All capitalized terms used in this Acknowledgement
shall have the meanings provided in the Stock Option Agreement
dated October 6, 2003 (the "Agreement") between Maui Land &
Pineapple Company, Inc. and David C. Cole.

          In connection with the exercise of Options for
__________ Option Shares:

          1.   Optionee acknowledges that the offer and sale of
the Option Shares to Optionee has not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or
under any state securities act, in reliance, in part, on
Optionee's representations, warranties and agreements herein.

          2.   Optionee understands that the Option Shares are
"restricted securities" under the Securities Act of 1933, as
amended (the "Securities Act") in that such shares will be
acquired from Company in a transaction not involving a public
offering, that the Option Shares may be reoffered and resold or
otherwise transferred without registration under the Securities
Act only in certain limited circumstances, and that in the
absence of an effective registration statement under the
Securities Act or an exemption under the Securities Act, the
Option Shares must be held indefinitely.  In this connection,
Optionee understands the resale limitations imposed by the
Securities Act.

          3.   Optionee represents and warrants to the Company
that he acquiring the Option Shares for investment and not for
resale or with a view to distribution.  Optionee further
represents that he [(i) is an "accredited investor" within the
meaning of Rule 501(a) under the Securities Act, and (ii)]
possesses, either alone or with his "purchaser representative"
within the meaning of Rule 501(h) under the Securities Act, such
knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of an
investment in the Company.

          4.   Optionee acknowledges that he will not make any
disposition or other transfer of all or any part of the Option
Shares that will result in the violation by Optionee or the
Company of any applicable law, rule or regulation, including the
Securities Act or any applicable state securities law.  Without
limiting the foregoing, Optionee agrees not to make any offer,
sale or other disposition or transfer of all or any part of the
Option Shares unless and until:

               (a)  There is then in effect a registration
statement under the Securities Act covering such offer, sale or
other disposition, and such offer, sale or other disposition is
made in accordance with such registration statement and any
applicable state securities laws; or

               (b)  Optionee has notified the Company of the
proposed disposition and has furnished the Company with a
detailed statement of the circumstances surrounding the proposed
disposition and, if and to the extent requested by the Company,
Optionee has furnished Company with a written opinion of
counsel, satisfactory to Company in its sole discretion, that
such offer, sale or other disposition or transfer will not
require registration under the Securities Act, or the consent
of, or a permit from, appropriate authorities under any
applicable state securities law.

          5.   Optionee acknowledges that he has a pre-existing
relationship with the Company and has has received and reviewed
all other documents and information he considers necessary and
appropriate for deciding whether to invest in Option Shares.
Optionee acknowledges that he has had an opportunity to ask
questions and receive answers regarding the terms and conditions
of the investment in Option Shares and regarding the business,
financial affairs, and other aspects of the Company, and has
further had the opportunity to obtain all information (to the
extent the Company possesses or can acquire such information
without unreasonable expense or effort) that he deems necessary
to evaluate the investment and to verify the accuracy of
information otherwise provided to Optionee.

          6.   Nothing in this acknowledgement shall abridge or
otherwise qualify Optionee's rights under the Agreement,
including without limitation his rights under Section 6 thereof.

Date:                           OPTIONEE:




                                 David C. Cole











             ATTACHMENT B TO STOCK OPTION AGREEMENT

ACKNOWLEDGEMENT REGARDING RESALE ("AFFILIATE" RESALE RESTRICIONS
                              ONLY)

          All capitalized terms used in this Acknowledgement
shall have the meanings provided in the Stock Option Agreement
dated October 6, 2003 (the "Agreement") between Maui Land &
Pineapple Company, Inc. and David C. Cole.

          In connection with the exercise of Options for
__________ Option Shares:

          1.   Optionee acknowledges that he may be deemed to be
an "affiliate" of the Company within the meaning of Rule 144
under the Securities Act of 1933, as amended (the "Securities
Act").

          2.   Optionee understands that as a consequence of his
affiliate status, the Option Shares may be reoffered and resold
or otherwise transferred without registration under the
Securities Act only in certain limited circumstances, and that
in the absence of an effective registration statement under the
Securities Act or an exemption under the Securities Act, the
Option Shares must be held indefinitely.  In this connection,
Optionee understands the resale limitations imposed by the
Securities Act.

          3.   Optionee acknowledges that he will not make any
disposition or other transfer of all or any part of the Option
Shares that will result in the violation by Optionee of any
applicable law, rule or regulation, including the Securities Act
or any applicable state securities law.  Without limiting the
foregoing, Optionee agrees not to make any offer, sale or other
disposition or transfer of all or any part of the Option Shares
unless and until:

               (a)  There is then in effect a registration
statement under the Securities Act covering such offer, sale or
other disposition, and such offer, sale or other disposition is
made in accordance with such registration statement and any
applicable state securities laws; or

               (b)  Such offer, sale or other disposition or
transfer will not require registration under the Securities Act,
or the consent of, or a permit from, appropriate authorities
under any applicable state securities law.

          4.   Nothing in this acknowledgement shall abridge or
otherwise qualify Optionee's rights under the Agreement,
including without limitation his rights under Section 6 thereof.

Date:                           OPTIONEE:




                                David C. Cole

EX-10

                  MAUI LAND & PINEAPPLE, INC.
            RESTRICTED SHARE AGREEMENT FOR DAVID COLE

          Agreement dated October 6, 2003 ("Agreement"), between
Maui Land & Pineapple, Inc., a Hawaii corporation ("Company"),
whose principal place of business is in the State of Hawaii, and
David C. Cole ("Grantee").

          1.   Grant of Restricted Shares. The Company hereby
agrees to grant to Grantee 100,000 shares ("Restricted Shares")
of the Company's common stock ("Company Stock" or "Shares"),
which grant shall be effective as of October 15, 2003 ("Grant
Date").  However, this grant shall be contingent upon the
Company's obtaining shareholder approval of certain amendments to
the Company's Restated Articles of Association as may be required
to increase authorized Shares for implementation of this grant.
The actual transfer of the Restricted Shares shall be made to
Grantee as soon as practicable following such shareholder
approval.  This grant of Restricted Shares is made pursuant to
the terms of that certain employment agreement by and between the
Company and Grantee effective as of October 15, 2003 ("Employment
Agreement").

          2.   Restrictions During Restriction Period.

               a.   Service Restriction.  Except to the extent
otherwise provided in this Agreement, each Restricted Share shall
be forfeited and transferred to the Company upon Grantee's
termination of employment for any reason, whether voluntary or
involuntary, as an employee of the Company or its subsidiary
prior to the expiration of the "Restriction Period" for such
Restricted Share, as that term is defined below; provided,
however, that, for this purpose, (i) any termination of Grantee's
employment that occurs on or after the fourth anniversary of the
Grant Date but not later than the Final Announcement Date, as
defined in Section 2.d below, shall be deemed to have occurred on
the first business day after the Final Announcement Date, and
(ii) any other termination of Grantee's employment by reason of
death (as described in Section 8(a) of the Employment Agreement)
or disability (as described in Section 8(b) of the Employment
Agreement) that occurs on or after July 1 of any year during the
Performance Period (as defined below in Section 2.c(2)) but no
later than the Announcement Date (as defined below in Section
2.c(5)) for that year shall be deemed to have occurred on the
first business day after such Announcement Date.  Further, for
this purpose, Grantee's employment shall not be treated as
terminated in the case of a transfer of employment within the
Company and its subsidiaries or in the case of sick leave and
other approved leaves of absence.

               b.   Transfer Restriction.  During the Restriction
Period for a particular Restricted Share or Shares, such Restricted
Share(s) shall not be sold, assigned, pledged, or otherwise
transferred by Grantee except by will or by the laws of descent and
distribution, or to a member of Grantee's immediate family or,
provided that the transferee agrees in writing in a form provided
by the Company to be bound by all provisions of this Agreement, a
trust or family partnership or any other entity customarily used
for estate planning purposes.  Any attempted transfer of the
Restricted Shares contrary to the foregoing restriction shall be
ineffective.

               c.   Restriction Period.  For purposes of this
Agreement and with respect to any particular Restricted Share
granted under this Agreement, the term "Restriction Period" shall
mean a period which commences on the Grant Date and terminates upon
the vesting of such Restricted Share as provided in the following
paragraphs.

                    (1)  Up to 25% of the aggregate Restricted
Shares (i.e., up to 25,000 shares) shall be vested based on the
achievement of performance objectives during the one-year
performance period beginning January 1, 2004, and ending on
December 31, 2004.  At its sole and complete discretion, the
Compensation Committee of the Company's Board of Directors (the
"Committee") shall assess the Grantee's performance against the
following performance objectives and determine the number of
Restricted Shares which shall be vested based on such assessment:
(i) return of the Company's agricultural group to breakeven by
the end of 2004; (ii) adoption of a strategic plan describing the
Company's chosen markets and methods; (iii) configuration and
alignment of an executive team with the skills and incentives to
implement the strategic plan; and (iv) enrichment and extension
of the Company's reputation as a good corporate citizen on Maui
and throughout Hawaii.

                    (2)  Thereafter, the remaining 75% of
aggregate Restricted Shares shall become vested annually based on
the achievement of performance criteria during the annual
performance periods beginning January 1, 2005, and ending on
December 31, 2007 (those three years, taken together, being
referred to herein as the "Performance Period").  Specifically,
for each of those three calendar years, a block of 25% of the
aggregate Restricted Shares (i.e., 25,000 shares) shall be
subject to vesting based on achieving, during such year, a level
of "Return on Equity" ("ROE", as described below) within a range
of ROE from a threshold of 10% to a maximum of 20%.  The amount
of the block that is vested for each of those calendar years
shall be determined by multiplying the block of Restricted Shares
(i.e., 25,000 shares) by a fraction (not exceeding 1.0), the
numerator of which is the amount by which the ROE for the year
exceeds the threshold ROE of 10%, and the denominator of which is
10%.  Thus, for example, assume that for the year 2005 the ROE is
determined to be 15%.  Half of the 25,000 Restricted Shares for
2005 will become vested following the end of 2005 (i.e., based on
a fraction of (15% ROE minus 10% threshold ROE)/10%).
Notwithstanding the foregoing, in the event that Grantee's
employment is terminated by reason of death or disability that
occurs on or after July 1 of any year in the Performance Period
but no later than the Announcement Date for that year and is
therefore deemed to have occurred on the first business day after
such Announcement Date pursuant to Section 2.a, then the number
of Restricted Shares that otherwise would vest pursuant to the
above calculation shall be multiplied by a fraction (not
exceeding 1.0), the numerator of which is the number of days in
the year of Grantee's death or disability prior to such death or
disability, and the denominator of which is 365.

                    (3)  Further, the blocks of 25,000 shares for
the calendar years 2005, 2006 and 2007 shall be subject to
additional vesting based on a determination of the average ROE
for the two-year and three-year periods ending at the end of the
second and third calendar years in the Performance Period.
Specifically, the additional Restricted Shares vested for a given
calendar year shall be determined following the end of the second
calendar year and the third calendar year within the Performance
Period and shall be equal to:  (i) the vested amount of the block
of 25,000 Restricted Shares for the given calendar year as
determined by applying the above fraction, except by substituting
the average ROE for the two-year or three-year period, as
applicable, in lieu of the ROE for the given calendar year, minus
(ii) the amount of shares for the given calendar year that has
vested based on the ROE for that year alone (or, in the case of
evaluation of vesting of the block of 25,000 shares for 2005 in
light of the three-year average ROE for 2005, 2006 and 2007,
minus the amount that had vested based on ROE for 2005 and minus
any additional amount that had vested based on the average ROE
for 2005 and 2006).  Thus, for example, again assume that for the
year 2005 the ROE is determined to be 15%, and the 25,000 share
block of Restricted Shares for 2005 becomes 50% vested following
the end of 2005 (i.e., based on a fraction of (15% ROE minus 10%
threshold ROE)/10%).  Thereafter, if the average ROE as of the
end of 2006 is determined to be 16%, then the 25,000 share block
of Restricted Shares for 2005 shall be subject to an additional
10% vesting, equal to 60% vesting based on the average ROE (i.e.,
fraction of (16% average ROE minus 10% threshold ROE)/10%) minus
50% prior vesting based on ROE for 2005.  In other words, to the
extent that the average ROE for the Performance Period determined
as of the end of 2006 or 2007 exceeds the ROE for a particular
calendar year within the Performance Period as calculated for
that year alone, an additional amount of the 25,000 share block
of Restricted Shares for that calendar year shall become vested.
Without limiting the generality of the foregoing but for greater
clarity:  (i) additional vesting of the 25,000 share block for
2005 might occur not only on the basis of the two-year average
for 2005 and 2006 but also on the basis of the three-year average
for 2005, 2006, and 2007; and (ii) an additional amount of the
25,000 share block for 2007 (beyond the amount thereof that
vested based on the ROE for 2007 alone) will become vested based
on such average ROE calculation for the entire three-year period
if the average ROE for the entire three-year period is higher
than the ROE for 2007 alone.  Notwithstanding the foregoing, in
the event that Grantee's employment is terminated by reason of
death or disability that occurs on or after July 1 of any year in
the Performance Period but no later than the Announcement Date
for that year and is therefore deemed to have occurred on the
first business day after such Announcement Date pursuant to
Section 2.a, then the number of additional Restricted Shares that
otherwise would vest pursuant to the above calculation shall be
multiplied by a fraction (not exceeding 1.0), the numerator of
which is the number of days in the year of Grantee's death or
disability prior to such death or disability, plus 365 times the
number of previous years in the Performance Period (if any), and
the denominator of which is 365 times the number of years in the
Performance Period (through and including the year of Grantee's
death or disability).

                    (4)  For purposes of this Agreement,
Return on Equity or ROE shall mean the Company's net income after
tax, exclusive of extraordinary items such as discontinued
operations, asset sales outside the ordinary course of business,
and major impairment losses, divided by beginning stockholders'
equity, all determined, unless otherwise agreed by the Company
and Grantee, in accordance with generally accepted accounting
principles, consistently applied ("GAAP").

                    (5)  With proper regard to GAAP and sound
accounting judgments and the agreements of the Company and
Grantee, the Committee shall announce the extent of vesting of
the block of Restricted Shares for each year during the
Performance Period as soon as reasonable possible after audited
financial statements are available for such year and again, if
applicable, as soon as practicable after audited financial
statements become available for the following one or two calendar
years.  As to shares that vest, the Restriction Period shall
terminate as of the date on which the Committee so announces
vesting.

               d.   Other Termination of Restriction Period.
Notwithstanding Section 2.c above, the Restriction Period shall
terminate as to all of the Restricted Shares, and all such shares
shall vest, immediately upon:  (i) any termination by the Company
"without cause" of Grantee's employment on or before the date of
the Committee's announcement of vesting as to 2007 and any
additional vesting as to the 25,000 share blocks for 2005 and 2006
(the "Final Announcement Date"); or (ii) except as provided in
Section 8(g)(iii) of the Employment Agreement, the Grantee's
resignation for "good reason" on or before the Final Announcement
Date.  For these purposes, termination of Grantee's employment by
Company "without cause" and Grantee's resignation "for good
reason" shall be understood as those terms are explained in
Sections 8(d), 8(f), and 8(g) of the Employment Agreement.

               e.   Lapse of Restrictions.  The restrictions set
forth in Sections 2.a and 2.b above shall lapse and no longer apply
as to any Share(s) upon the termination of the Restriction Period
as to such Share(s) (i.e., upon their vesting).

               f.   Forfeiture Following Performance Period.  To
the extent that the Restriction Period for the Restricted Shares
does not terminate or lapse based on performance through December 31,
2007, any remaining nonvested Restricted Shares shall be
forfeited and transferred to the Company as soon as practicable
following the Final Announcement Date.

           3.  Issuance of Shares; Registration; Withholding
               Taxes.

               a.     As part of the grant under this Agreement,
certificates for the Restricted Shares shall be issued in
Grantee's name and shall be held by the Company until (i) such
Shares vest (so that the restrictions on such shares lapse), or
(ii) such Shares are forfeited as provided herein.  A certificate
or certificates representing the Restricted Shares as to which
the Restriction Period has terminated (i.e. shares that have
vested) shall be delivered to Grantee promptly upon
such termination (i.e., vesting).  No certificate representing
forfeited Restricted Shares shall be delivered to the Grantee.

               b.     The Company may require customary
investment representation from Grantee and may include legends on
the stock certificate(s) as described in Section 7 below.  The
Company may withhold Shares to the extent required under
applicable tax withholding laws, including the withholding of
Shares otherwise payable as part of the grant.  In any event,
Grantee shall comply with any and all legal requirements relating
to Grantee's resale or other disposition of any Shares acquired
under this Agreement.

          4.   Share Exchanges and Extraordinary Distributions.
If there should occur, while any of the Restricted Shares are
being held by Company as provided in Section 3, above, either (a)
an exchange of Company shares for other securities or (b) an
extraordinary distribution to Company shareholders of cash (other
than an ordinary cash dividend), additional securities, or other
property, Company shall:  (i) hold and/or (ii) distribute to
Grantee and/or (iii) treat as forfeited the exchanged securities
or the cash, securities, or other property comprising the
extraordinary distribution proportionately as it would have done
as to the Shares so exchanged or as it does to the Shares in
respect of which such extraordinary distribution is made.  This
provision is intended to apply, as applicable, in the case of a
merger, reorganization, recapitalization, reclassification, stock
split, stock dividend, spin-off, large special distribution, etc.

          5.   Rights as Shareholder.  Unless otherwise specifically
provided herein, Grantee shall be entitled to all of the rights
of a shareholder with respect to the Restricted Shares, including
the right to vote such Shares and to receive ordinary dividends
(not including exchanged securities or extraordinary
distributions provided for in Section 4 above) payable with
respect to such Shares since the Grant Date. Grantee's rights as
a shareholder shall terminate in the event of Grantee's
forfeiture of the Restricted Shares.

          6.   Registration of Restricted Shares.

               a.   As used in this Section 6, the following
terms shall have the following respective meanings:

                    (1)  "1933 Act" means the Securities Act of
1933, as amended.

                    (2)  "1934 Act" means the Securities Exchange
Act of 1934, as amended.

                    (3)  "Form S-3" means SEC Form S-3 under the
1933 Act as in effect on the date hereof or any other
registration form under the 1933 Act which, at the applicable
time, permits the registration of Shares as and in the manner
provided herein and the incorporation by reference of substantial
information for other documents filed with the SEC.

                    (4)  The terms "register", "registered" and
"registration" refer to a registration effected by preparing and
filing a registration statement or similar document in compliance
with the 1933 Act, and the declaration or ordering of the
effectiveness of such registration statement or document with the
SEC.

                    (5)  The term "Registrable Securities" means:
(i) Restricted Shares which have vested (and as to which,
therefore, the Restriction Period has terminated) and (ii) any
Company Stock issued by way of a stock split, stock dividend,
recapitalization, merger or other distribution with respect to,
or in exchange for, or in replacement of, such Restricted Shares;
but excluding in all cases, however, any Registrable Securities
sold or otherwise transferred by Grantee in a transaction in
which his rights under this Section 6 are not effectively
assigned.

               b.   The Company shall use its best efforts (i) to
effect the registration for resale by Grantee or his permitted
transferee on Form S-3 and on a "shelf registration" basis, of
each 25% block of the Restricted Shares (and any other related
Registrable Securities) prior to the time for announcement of
vesting of such 25% block of Restricted Shares pursuant to
Section 2.c hereof; and (ii) to maintain such registration in
effect continuously until the expiration of Grantee's
registration rights as provided for in the immediately following
Section 6.c hereof; and (iii) to effect all such other
registrations, qualifications and compliance as may be requested
and as would permit or facilitate the sale and distribution of
all or such portion of such Registrable Securities; provided,
however, that the Company shall not be obligated to effect any
such registration, qualification or compliance pursuant to this
Section 6 in any particular state or jurisdiction in which the
Company would be required to qualify to do business or to execute
a general consent to the service of process in effecting such
registration, qualification or compliance.

               c.   The Grantee's registration rights shall
expire upon the earlier to occur of the following:  (i) when all
shares of Company Stock held by and issuable to the Grantee have
vested and may be sold by Grantee under Rule 144 during any
ninety (90) day period; or (ii) at such time as all Registrable
Securities may be sold by Grantee under SEC Rule 144(k).

               d.   Whenever required under this Section 6 to
effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:

                    (1)  Prepare and file with the SEC a
registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration
statement to become effective and to keep such registration
statement effective until the expiration of Grantee's
registration rights as provided for in the preceding Section 6.c.

                    (2)  Prepare and file with the SEC such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the 1933 Act
with respect to the disposition of all securities covered by such
registration statement until the termination of registration
rights as set forth in Section 6.c above.

                    (3)  Furnish to the Grantee such numbers of
copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the 1933 Act, and such other
documents as he may reasonably request in order to facilitate the
disposition of Registrable Securities owned by him.

                    (4)  Use its best efforts to register and
qualify the securities covered by such registration statement
under the securities laws of such jurisdictions as shall be
reasonably appropriate for the distribution of the securities
covered by the registration statement; provided, however, that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general
consent to service of process in any such jurisdiction.

                    (5)  Notify the Grantee at any time when a
prospectus relating thereto is required to be delivered under the
1933 Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light
of the circumstances then existing.  In such instance, Company
shall use its best efforts to amend or supplement such prospectus
to cure any such statement or omission so as to render such
statement or omission not misleading.

               e.   In connection with any action pursuant to
this Section 6, the Grantee shall furnish to the Company such
information regarding himself, the Registrable Securities held by
him, and the intended method of disposition of such securities as
shall be required to effect the registration of his Registrable
Securities.  In that connection, the Grantee shall be required to
represent to the Company that all such information which is given
is both complete and accurate in all material respects when made.
Notwithstanding the foregoing, the Grantee may not dispose of the
Registrable Securities in an underwritten public offering without
the prior written consent of the Company, which consent shall not
be unreasonably withheld or conditioned.

               f.   (1)  For purposes of this Section 6,
"Registration Expenses" shall mean all expenses incurred by the
Company in complying with any of the provisions in this Section
6, including, without limitation, all registration, filing and
qualification fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and disbursements, and the
expense of any special audits incident to or required by any
registration pursuant to Section 6.b.

                    (2)  For purposes of this Section 6, "Selling
Expenses" shall mean all selling commissions applicable to the
sale of the Registrable Securities in the registration, all stock
transfer taxes and all fees and disbursements of any special
counsel retained in connection with each such registration by the
Grantee.

                    (3)  The Company shall bear all Registration
Expenses.  All Selling Expenses shall be borne by the Grantee.

               g.   In the event any Registrable Securities are
included in a registration statement under this Section 6:

                    (1)  To the extent permitted by law, the
Company will indemnify and hold harmless the Grantee, any
underwriter (as defined in the 1933 Act) for the Grantee and each
person, if any, who controls such Grantee or underwriter within
the meaning of the 1933 Act or the 1934 Act, against any losses,
claims, damages, or liabilities (joint or several) to which they
may become subject under the 1933 Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or
violations (collectively a "Violation"):  (i) any untrue
statement or alleged untrue statement of a material fact
contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii) the omission or
alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not
misleading; or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any state securities law
or any rule or regulation promulgated under the 1933 Act, the
1934 Act or any state securities law; and the Company will
reimburse the Grantee and each such underwriter or controlling
person for any reasonable and documented legal or other expenses
reasonably incurred by them, as incurred, in connection with
investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the Company's
indemnity contained in this Section 6.g shall not apply to
amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for
any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information
furnished in writing and expressly stated for use in connection
with such registration by Grantee or such underwriter or
controlling person.  The Company shall not be required to
indemnify any person against any liability arising out of the
failure of the Grantee or person acting on behalf of the Grantee
to deliver a prospectus as required by the 1933 Act.  The
indemnity provided for in this Section 6.g shall remain in full
force and effect regardless of any investigation made by or on
behalf of such Grantee, underwriter, participating person or
controlling person and shall survive transfer of such securities
by the Grantee.

                    (2)  To the extent permitted by law, the
Grantee will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration
statement, each person, if any, who controls the Company within
the meaning of the 1933 Act, any underwriter (within the meaning
of the 1933 Act) for the Company, any person who controls such
underwriter, and any other Company shareholder selling securities
in such registration statement or any of its partners, directors
or officers or any person who controls such Company shareholder,
against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become
subject, under the 1933 Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by the Grantee
expressly stated in a writing for use in connection with such
registration; and the Grantee will reimburse any reasonable and
documented legal or other expenses, as incurred, where same are
reasonably incurred by any person intended to be indemnified
pursuant to this Section 6.g, in connection with investigating or
defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
Section 6.g shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement
is effected without the consent of the Grantee, which consent
shall not be unreasonably withheld.  Notwithstanding the
foregoing, the liability of the Grantee under this Section 6.g
shall be limited to an amount equal to the net proceeds from the
offering price of the shares sold by the Grantee.

                    (3)  Promptly after receipt by an indemnified
party under this Section 6.g of notice of the commencement of any
action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 6.g notify the
indemnifying party in writing of the commencement thereof, and
the indemnifying party shall have the right to participate in
and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have
the right to retain its own counsel, with the reasonable and
documented fees and expenses to be paid by the indemnifying party
if the indemnified party reasonably determines that
representation of such indemnified party by the counsel retained
by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding.
The failure to notify an indemnifying party within a reasonable
time of the commencement of any such action, to the extent
prejudicial to its ability to defend such action (but only to
such extent), shall relieve such indemnifying party of any
liability to the indemnified party under this Section 6.g, but
the omission so to notify the indemnifying party will not relieve
it of any liability that it may have to any indemnified party
otherwise than under this Section 6.g.

                    (4)  In order to provide for just and
equitable contribution to joint liability under the 1933 Act in
any case in which either (i) any indemnified party makes a claim
under this Section 6.g or any controlling person of such
indemnified party makes such a claim but is judicially determined
(by entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section
6.g provides for indemnification in such case, or (ii)
contribution under the 1933 Act may be required on the part of
any such person seeking indemnity under the terms of this Section
6.g; then, and in each such case, the Company and such person
will contribute to the aggregate losses, claims, damages, or
liabilities to which they may be subject (after contribution from
others) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability,
claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or
by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or
prevent such statement or omission; provided, however, that, in
any such case, (A) the Grantee shall not be required to
contribute any amount in excess of the net proceeds from the
offering price of all such Registrable Securities sold by him
pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.

               h.   With a view to making available to the
Grantee the benefits of Rule 144 promulgated under the 1933 Act
and any other rule or regulation of the SEC that may at any time
permit the Grantee to sell securities of the Company to the
public without registration, the Company agrees to:

                    (1)  use its best efforts to make and keep
public information available, as those terms are understood and
defined in Rule 144, at all times;

                    (2)  use its best efforts to file with the
SEC in a timely manner all reports and other documents required
of the Company under the 1933 Act and the 1934 Act; and

                    (3)  furnish to the Grantee, so long as he
owns any Registrable Securities, forthwith upon request:  (i) a
written statement by the Company that it has complied with the
reporting requirements of Rule 144, the 1933 Act and the 1934
Act, or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3; (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports
and documents so filed by the Company; and (iii) such other
information as may be reasonably requested in order to permit the
Grantee to avail himself of any rule or regulation of the SEC or
any state securities authority which permits the selling of any
such securities without registration or pursuant to such form.

               i.   The rights to cause the Company to register
Registrable Securities pursuant to this Section 6:  (a) shall
accompany the Restricted Shares in any transfer by will or by the
laws of descent and distribution (to the extent of the transfer),
and (b) may be assigned by the Grantee to any member of Grantee's
immediate family, trust or family partnership or other entity
customarily used for estate planning purposes to whom or which
any of the Restricted Shares are transferred (to the extent of
the Restricted Shares transferred to such person); provided that,
in the case of either clause "a" or clause "b" above:  (i) the
person or entity receiving such Shares and rights timely executes
and delivers to the Company a written agreement to be bound by
the terms of this Agreement applicable to registration and/or
sale or other disposition of such Shares and the liabilities and
obligations in connection therewith, and (ii) the transfer of
such Shares is permissible hereunder and under all applicable
securities laws.

          7.   Restrictive Legends.  Without limiting the
Company's obligations under Section 6 hereof, or the rights of
Grantee thereunder, as a condition of the issuance of the
Restricted Shares, the Grantee shall give the Company a written
acknowledgement substantially in the form attached hereto as
Attachment A, acknowledging that said shares may be reoffered or
resold by the Grantee only pursuant to a separate registration
statement under the Securities Act of 1933 (including without
limitation a registration statement filed pursuant to Section 6
hereof) or pursuant to an exemption from such registration
requirements (such as compliance with the provisions of Rule 144
under the Securities Act of 1933) and the Company may place upon
the stock certificate(s) for such Restricted Shares the following
legend:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY
          STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED,
          HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
          WITH RESPECT TO THEM UNDER THE ACT AND APPLICABLE
          STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
          EXEMPTION FROM THE REGISTRATION REQUIREMENTS
          THEREOF.  THE ISSUER MAY REQUIRE AN OPINION OF
          COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
          ISSUER TO THE EFFECT THAT THE PROPOSED TRANSFER IS
          IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
          STATE SECURITIES LAWS.

          If, in the reasonable opinion of the Company and its
counsel, such legend is placed on any certificate representing
Restricted Shares, and then, under relevant provisions of the
federal securities laws and regulations and the case law and
interpretive and "no-action" guidance thereunder, such legend is
no longer required, Grantee shall be entitled to exchange such
certificate with the Company for a certificate representing the
same number of Shares but without such legend.

          Further, during the Restriction Period, all
certificates evidencing Restricted Shares issued under this
Agreement shall bear the following legend:

          THE TRANSFERABILITY OF THIS CERTIFICATE AND THE
          SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO
          THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF
          THE EMPLOYMENT AGREEMENT AND RESTRICTED SHARE
          AGREEMENT ENTERED INTO BY AND BETWEEN THE
          REGISTERED OWNER AND MAUI LAND & PINEAPPLE
          COMPANY, INC.  COPIES OF SUCH AGREEMENTS ARE ON
          FILE IN THE OFFICES OF MAUI LAND & PINEAPPLE
          COMPANY, INC.

          Such legend shall be removed from the certificates
representing Restricted Shares as to which the Restriction Period
has terminated (i.e., shares that have vested) and that are
delivered to Grantee pursuant to Section 3.a hereof.

          8.   Employment Rights.  The grant of Restricted Shares
is made in accordance with the Employment Agreement between
Grantee and the Company, which Employment Agreement shall govern
the terms and conditions of the Grantee's employment with the
Company.

          9.   Amendment.  This Agreement may be amended by the
Company at any time based on its determination that the amendment
is necessary or advisable in light of any addition to, or change
in, the Internal Revenue Code of 1986, as amended, or regulations
issued thereunder, or any federal or state securities law or
other law or regulation; provided, however, that no such
amendment shall adversely affect any of the rights of Grantee
hereunder absent the written consent of Grantee.

          10.  Notices.  Any notice or other communication made
in connection with this Agreement shall be deemed duly given in
accordance with Section 25 of the Employment Agreement.

          11.  Miscellaneous.  If litigation, arbitration, or
similar proceedings should be instituted based on, arising out
of, or in connection with, this agreement, the prevailing party
shall be entitled to an award of such party's costs and expenses
in connection therewith, including reasonable and documented
attorney fees and including reasonable and documented costs and
expenses in any appeal.  This Agreement sets forth the final and
entire agreement between the parties with respect to the
Restricted Shares, which shall be governed by and shall be
construed in accordance with the laws of the State of Hawaii
without regard to any otherwise applicable principles of
conflicts of laws.  This Agreement shall bind and benefit
Grantee, the heirs, distributees, personal representative, and
permitted assign(s) of Grantee, and the Company and its
successors and assigns.

          IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first above written.


COMPANY:  Maui Land & Pineapple      GRANTEE:
          Company, Inc.



By:   /S/ DAVID A. HEENAN            /S/ DAVID C. COLE
Name:     David A. Heenan                David C. Cole
Title:    Chairman of the Board



Attachments:

     Attachment A:  Acknowledgement Regarding Resale












            ATTACHMENT A TO RESTRICTED SHARE AGREEMENT

                ACKNOWLEDGEMENT REGARDING RESALE

          All capitalized terms used in this Acknowledgement
shall have the meanings provided in the Restricted Share
Agreement dated October 6, 2003 (the "Agreement") between Maui
Land & Pineapple Company, Inc. and David C. Cole.

          In connection with the issuance of the Restricted
Shares:

          1.   Grantee acknowledges that the offer and sale of
the Restricted Shares to Grantee has not been registered under
the Securities Act of 1933, as amended (the "Securities Act") or
under any state securities act, in reliance, in part, on
Grantee's representations, warranties and agreements herein.

          2.   Grantee understands that the Restricted Shares are
"restricted securities" under the Securities Act of 1933, as
amended (the "Securities Act") in that such shares will be
acquired from Company in a transaction not involving a public
offering, that the Restricted Shares may be reoffered and resold
or otherwise transferred without registration under the
Securities Act only in certain limited circumstances, and that in
the absence of an effective registration statement under the
Securities Act (including without limitation a registration
statement filed by the Company pursuant to Section 6 of the
Restricted Share Agreement) or an exemption under the Securities
Act, the Restricted Shares must be held indefinitely.  In this
connection, Grantee understands the resale limitations imposed by
the Securities Act.

          3.   Grantee represents and warrants to the Company
that he acquiring the Option Shares for investment and not for
resale or with a view to distribution other than pursuant to a
registration statement filed by the Company pursuant to Section 6
of the Restricted Share Agreement.  Grantee further represents
that he [(i) is an "accredited investor" within the meaning of
Rule 501(a) under the Securities Act, and (ii)] possesses, either
alone or with his "purchaser representative" within the meaning
of Rule 501(h) under the Securities Act, such knowledge and
experience in financial and business matters that he is capable
of evaluating the merits and risks of an investment in the
Company.

          4.   Grantee acknowledges that he will not make any
disposition or other transfer of all or any part of the
Restricted Shares that will result in the violation by Grantee or
the Company of any applicable law, rule or regulation, including
the Securities Act or any applicable state securities law.
Without limiting the foregoing, Grantee agrees not to make any
offer, sale or other disposition or transfer of all or any part
of the Restricted Shares unless and until:

               (a)  There is then in effect a registration
statement under the Securities Act covering such offer, sale or
other disposition (including without limitation a registration
statement filed by the Company pursuant to Section of the
Restricted Share Agreement), and such offer, sale or other
disposition is made in accordance with such registration
statement and any applicable state securities laws; or

               (b)  Grantee has notified the Company of the
proposed disposition and has furnished the Company with a
detailed statement of the circumstances surrounding the proposed
disposition and, if and to the extent requested by the Company,
Grantee has furnished Company with a written opinion of counsel,
satisfactory to Company in its sole discretion, that such offer,
sale or other disposition or transfer will not require
registration under the Securities Act, or the consent of, or a
permit from, appropriate authorities under any applicable state
securities law.

          5.   Grantee acknowledges that he has a pre-existing
relationship with the Company and has has received and reviewed
all other documents and information he considers necessary and
appropriate for deciding whether to invest in Restricted Shares.
Grantee acknowledges that he has had an opportunity to ask
questions and receive answers regarding the terms and conditions
of the investment in Restricted Shares and regarding the
business, financial affairs, and other aspects of the Company,
and has further had the opportunity to obtain all information (to
the extent the Company possesses or can acquire such information
without unreasonable expense or effort) that he deems necessary
to evaluate the investment and to verify the accuracy of
information otherwise provided to Grantee.

          6.   Nothing in this acknowledgement shall abridge or
otherwise qualify Grantee's rights under the Agreement, including
without limitation his rights under Section 6 thereof.


DATE:____________________________       GRANTEE:




                                        David C. Cole

EX-10

                        December 24, 2003

Mr. Donald A. Young
307 Paani Place
Paia, HI 96779

               Re:  Employment Separation Agreement

Dear Don:

     Thank you for meeting with me to discuss your separation
from Maui Land & Pineapple Company, Inc. ("MLP").  Based on our
discussion, this letter sets forth the terms and conditions
regarding your separation from MLP. Upon review and execution by
you this letter will become a legally enforceable agreement
between you and MLP on the terms and conditions described below.
Since this Agreement will supersede and replace all other
agreements between you and MLP regarding your employment or
separation from employment with MLP, please first review it
carefully with your attorney.

     1.   Separation of Employment

     Your separation from employment with MLP will be effective
as of the close of business on December 31, 2003.You will be paid
your regular salary and your unused vested and accumulated
vacation pay through December 31, 2003 at the time of your
separation. MLP will withhold from your final salary payment all
required payroll and other currently authorized withholdings and
deductions and from your final vested and accumulated vacation
payment only the applicable payroll taxes.  After the effective
date of your separation MLP understands and agrees that you will
not be providing any employment services to MLP and you
understand and agree that you will not be provided or eligible
for any employee compensation or employee benefits from MLP
except as described in Paragraph 2 below.

     2.   Separation Benefits.

     In consideration of the Additional Separation Benefits
described in Subparagraph 2b. below you will receive, in lieu of
all other compensation and employee benefits, the salary and
vacation payments described in Paragraph 1 above and the payments
and benefits described in this Paragraph 2.

          a.   Existing Employment Benefits.

               From and after January 1, 2004 you will receive
when due the following employee benefits to which you have vested
under MLP's current employee benefit plans and policies, less
applicable payroll taxes, in accordance with the terms and
conditions of those benefit plans and any applicable Summary Plan
Descriptions, which will control in the event of any conflict
with this letter, as follows:

          (1)  As provided in Paragraph 1 above, your unused,
               accumulated and prorataprorate vacation pay
               benefit through December 31, 2003 in the amount of
               $44,892.00, representing forty nine (49) days of
               such vacation pay benefits;

          (2)  Your Employee Stock Ownership Plan benefit;

          (3)  Retiree Life Insurance in accordance with
               the terms of the insurance policy;

          (4)  The terminated Unfunded Executive Deferred
               Compensation Plan benefit totaling $219,450.00
               payable in equal monthly installments over a
               maximum of ten years. Payments to commence during
               the month of January, 2004 and continuing each
               month thereafter in accordance with MLP's normal
               payroll payment schedule;

          (5)  The Unfunded Executive Severance Plan benefit
               in the amount of $357,300.00 paid in equal
               installments according to MLP's regular payroll
               schedule beginning with the first pay cycle
               following December 31, 2003 and ending with the
               close of the pay cycle immediately preceding June
               30, 2005;

          (6)  Medical, dental, vision and prescription drug
               benefits coverage from January 1, 2004 through
               June 30, 2005 ( the "Covered Period") under the
               MLP health care plan (hereafter referred to as the
               MLP Health Care Plan) if C.O.B.R.A. continuation
               coverage is elected. The premium cost of such
               coverage shall be paid for by MLP and you in
               monthly amounts with the same premium cost sharing
               split applied each month to active salaried
               employees during the Covered Period.

          b.   Additional Separation Benefits.

               In addition to the employment benefits described
in Paragraph 2.a. above, and in consideration of your release,
indemnification and promises described below, MLP will provide
the following Additional Separation Benefits:

          (1)  Defined Benefit Plan and SERP Target Benefit
     Enhancements:

               MLP will increase the age and or service credit
     for your Defined Benefit Plan Single Life Annuity and your
     Unfunded SERP Target Benefit Single Life Annuity so that
     your combined single life annuity annual benefit calculated
     as of January 1, 2004 under your Defined Benefit Plan Single
     Life Annuity and your SERP Target Benefit Single Life
     Annuity is increased to a total amount of $71,276.00. If you
     select a joint and survivor benefit, the foregoing benefit
     amount will be adjusted in accordance with the terms of the
     Plans.  The amount of the benefit in excess of the amount
     paid from the Defined Benefit Plan will be paid from MLP's
     general assets under the terms of the SERP Plan.


          (2)  Health Care Benefit Enhancements

               Coverage will be provided to you under MLP's Plan
          2 of the Non-Bargaining Unit Medical Benefit Plan (the
          "Plan") commencing July 1, 2005 and continuing
          thereafter for so long as MLP continues to offer the
          Plan and you continue to timely pay your share of the
          premium. MLP will pay fifty percent (50%) of the
          premium cost and you will pay fifty percent (50%) of
          the premium cost

          (3) Independent Consulting Services Agreement

              An independent consulting services agreement as
     Senior Advisor to Kapalua Land Company, a MLP business unit,
     commencing January 1, 2004 and terminating April 15, 2004 in
     accordance with the terms and conditions of and in the form
     of the Agreement attached hereto as Exhibit 2Exhibit 1 and
     incorporated here by reference.

     3.   MLP Property.

     Any MLP documents, information and property should be
returned to MLP's Vice President, Human Resources on or before
December 31, 2003, or as soon thereafter as is possible,
including and without limitation confidential business or
customer reports, maps, files, memoranda, records, phones,
software, credit cards, door and automobile and file keys,
computers and computer access codes, disks and instruction
manuals and vehicles.

     4.   Confidentiality, Cooperation, and Trade Secrets.

     In order to assure a cooperative and harmonious separation
and recognizing the importance of your and MLP's reputations and
its business operations, we are further agreeing as follows:

          a.   Neither you nor MLP will make or encourage any
disparaging comments about each other or MLP's owners, directors,
officers, employees or business operations.  You have also agreed
to MLP's  public statement of your separation from MLP.

          b.   You and MLP also agree to keep confidential the
terms and amount of this Agreement to the extent not disclosed
publicly by MLP either directly or by a filing of such
information with a government agency, provided that you may
discuss this Agreement with your attorney(s), accountant(s),
financial advisor(s) and/or immediate family once they have also
agreed to keep the fact and contents of this Agreement
confidential and not disclose such information to others.  MLP
may likewise disclose the terms and amount of this Agreement to
(i) its directors, officers, employees, attorneys, auditors and
accountants once they have agreed to keep the fact and contents
of this Agreement confidential and not to disclose such
information to others, and (ii) to government agencies or other
private entities as may be required or prudent for its business
operations.

          c.   You and MLP also agree that any and all
information obtained by you or disclosed to you during your
employment with MLP which is not already known to the general
public, including but not limited to MLP's confidential financial
and business information, strategic plans, projects, customers,
programs, methods of operation, processes, practices, policies
and procedures, are strictly confidential and proprietary to
trade secrets of MLP and shall not be disclosed or discussed, or
revealed by you to any person, entities or organizations at any
time unless compelled by law.

          d.   You and MLP also agree that if you are needed to
assist MLP to prepare for or to testify on behalf of MLP in any
litigation after the effective date of your separation, that you
will do so provided that if such preparation or testimony
requires you to travel by airplane or requires more than two days
of your time at any one time, MLP will reimburse you for any
required air travel based on an advanced purchase coach airfare
and any hotel accommodations and meals while you are away from
home.

          e.   You understand and acknowledge that the provisions
in this Paragraph 4 are a material inducement for MLP to enter
into this Agreement and to provide the additional separation
benefits described in Subparagraph 2.b. above.  Therefore you and
MLP agree that your breach of any of your agreements in this
Paragraph 4 would be a material breach which will relieve MLP,
but not you, of any further obligations under this Agreement and
in addition to any other remedies available to MLP at law or
equity shall entitle MLP to recover any of the Additional
Separation Benefits (or if not available, the cost to MLP of said
benefits) already provided to you.

     5.   Mutual Release, Indemnification and Promise Not To Sue.

          a.   Release. As a material inducement to you and MLP
to enter into this Agreement and to provide you the Additional
Separation Benefits describe in Paragraph 2.b. above and to
provide MLP with the promises described in Paragraph 4 above, you
and MLP hereby irrevocably and unconditionally release, acquit,
and forever discharge each other from any and all claims,
liabilities, and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, statutory or common
law, known or unknown, suspected or unsuspected against each
other based on any act of omission from the beginning of time
through the effective date of your separation from employment
with MLP including, but not limited to any constitutional,
statutory or common law claims arising out of or under any (i)
express or implied contract of employment; (ii) federal, state or
common law prohibition of age or other forms of employment
discrimination, retaliation, wrongful discharge, or public
policy; (iii) your recruitment for, employment with, or
separation from employment with MLP and, (iv) any employee
benefit plan or law applicable to employee benefit
plans(collectively called "Released Claims").

     The foregoing release shall not apply to any claim by you to
any vested employee benefit described in Paragraph 2.a. above or
any claim by you or MLP to enforce your or MLP's express
obligations under this Agreement or for benefits under any
federal or Hawaii law that cannot be waived or discharged by
agreement.  Moreover, except to the extent permitted by law,
nothing in this Agreement shall interfere with the enforcement
authority of any federal or state agency or your right to
cooperate with any investigation by such an agency.  You are,
however, waiving your right to receive or recover any payment or
employee benefit not expressly identified in Paragraph 2 above
and any monetary award based on any such agency action whether or
not it is initiated by you.

          b.   Indemnification.

               As a further material inducement to you and MLP to
enter into this Agreement and to pay to you the Additional
Separation Benefits described in Subparagraph 2.b. above and to
provide MLP with the promises described in Paragraph 4 above, you
and MLP hereby agree to indemnify and hold each other harmless
from and against any and all losses, costs, damages, or expenses,
including, without limitation, attorneys' fees incurred by you or
MLP arising out of any breach of the agreement by you and MLP not
to initiate or file any claim or lawsuit against each other over
any Claims released in Subparagraph 5.a. above.  You and MLP
expressly understand and acknowledge that this Agreement may be
pleaded as a defense to and may be used as the basis for an
attempted injunction against any action, suit, administrative or
other proceeding which may be instituted, prosecuted or attempted
as a result of an alleged breach of this agreement by you or MLP.

          c.   Promise Not to Sue.

          You and MLP also agree not to file or initiate any
claim or lawsuit against each other with any agency or court
based on any Claims covered by the release set forth in
Subparagraph 5.a. other than to enforce this Agreement or to
obtain a benefit that by law cannot be waived.  If either you or
MLP file any administrative claim or lawsuit(s) against the other
based on any Claims waived or released by this Agreement, then in
addition to all other remedies provided by law or equity, the
filing or initiating party agrees to pay the defending party for
all costs, including reasonable attorneys fees, incurred by the
party defending against the waived or released Claims.  If MLP is
the defending party and you ultimately prevail, MLP may credit
any amounts paid under this Agreement against any recovery
obtained by you.

     6.   Review and Revocation Rights

     Because this Agreement includes a waiver and release of your
right to file a claim for age discrimination under the Federal
Age Discrimination In Employment Act ("ADEA"), you understand and
acknowledge that you have up to twenty-one (21) days to decide
whether to sign this Agreement and that you should consult with
an attorney.  In addition, you understand that within seven (7)
days after signing this Agreement, you may revoke in writing your
waiver and release of any claim under the ADEA, but not any other
Released Claims you have waived or released by either delivering
a written notice of revocation to Ms. J. Susan Corley, Vice
President, Human Resources at  120 Kane Street, KahaluiKahului
Hawaii 96733, or by mailing the notice to such individual at P.O.
Box 187, KahaluiKahului, Hawaii 96733 on or before the end of the
seven (7) day revocation period provided. If the written notice
is given by mail it will be deemed timely if the mailing is
properly addressed, is post marked no later than the seventh day
of the revocation period and is sent by United States Mail,
certified mail, return receipt requested, to Ms. J. Susan Corley
at the address shown above.  If the seventh day falls on a
Saturday, Sunday or holiday, the next regular business day will
be considered the seventh day.  If you elect in a timely manner
to revoke the release of any federal ADEA claim, your release
will still remain in effect for all other Released Claims but the
Additional Separation Benefits described in paragraph 2.b above
shall be reduced by twenty-five percent (25%) of their value.

     You and MLP understand and agree that unless otherwise
agreed in another writing signed by and MLP, the terms of this
agreement and any payments or benefits provided for hereunder
will not be effective or due until the later of the separation of
your employment with MLP or the expiration of the seven (7) day
revocation period described above.  If you execute and deliver
this Agreement but then timely revoke your release of any federal
age discrimination claim, this Agreement and release of all other
Released Claims will remain in full force and effect as modified
above.

     7.   Arbitration.

     Because of the delay, expense and publicity which results
from the use of the State and Federal court systems, you and MLP
agree to submit to final and binding arbitration any claims and
disputes arising out of or related to the interpretation,
application and/or enforcement of this Agreement or between you
and MLP, including but not limited to any constitutional,
statutory, or common law claims rather than to use such court
system.  In any such arbitration, the then existing American
Arbitration Association ("AAA") rules for resolving employment
disputes shall govern the arbitration, subject to the Federal
Arbitration Act, if applicable, or if not applicable then the
Hawaii Uniform Arbitration Act, H.R.S. Chapter 658A  then in
effect.  To the extent such AAA rules include any provisions that
would render this agreement to arbitrate unenforceable, they
shall be modified to conform to the law or if they cannot be
modified they shall be deemed null and void.

     8.   Voluntary Mutual Agreement

     You understand your right to discuss and have discussed all
aspects of this Agreement with your attorney and represent to MLP
that you have carefully read, fully understand all of the
provisions of this Agreement and based on the advice of your
attorney voluntarily enter into this Agreement.  The parties each
represent and acknowledge that they are entering into this
Agreement to effect an amicable and positive separation of your
employment with MLP and not as an admission that either party has
violated any law or other legal obligations such as those
described in Paragraph 5 above.  This Agreement represents an
amicable compromise and settlement of all the parties' rights,
claims and benefits.

     9.   Entire Agreement

     You represent and acknowledge that in executing this
Agreement you do not rely, and have not relied, upon any
representation or statement by MLP or any representative of MLP
not set forth in this Agreement regarding the subjects of this
Agreement or your recruitment for, employment with, or separation
from employment with MLP.


     This Agreement sets forth the entire agreement between you
and MLP with regard to the conditions of your separation from
employment with MLP and supersedes any prior agreement between
you and MLP.  This Agreement shall be binding upon and inure to
the benefit of the parties, their successors and assigns.  You
agree to keep MLP informed of your address to ensure your receipt
of all communications and required government forms, such as W-4s
and so forth.

     PLEASE READ CAREFULLY.  THIS EMPLOYMENT SEPARATION AGREEMENT
INCLUDES A RELEASE OF ALL CLAIMS.


                                   MAUI LAND & PINEAPPLE
                                     COMPANY, INC.

/S/ DON YOUNG
DONALD A. YOUNG                 By: /S/ DAVID COLE
                                    DAVID COLE
                                Its President and
                                    Chief Executive Officer

Date:  12/24/03
                                Date:   12/29/03

EX-10

           INDEPENDENT CONSULTING SERVICES AGREEMENT


     THIS AGREEMENT is made effective as of the 1st day of
January 2004, by and between Maui Land & Pineapple Company, Inc.,
a Hawaii corporation, whose principal place of business and
mailing address is 120 Kane Street, Kahului, Hawaii 96733 ("MLP")
and Donald A. Young whose mailing address is 307 Paani Place,
Paia, Hawaii 96779 (hereinafter referred to as the "Contractor").

                           RECITALS:

     A.   Kapalua Land Company ("KLC") is a business unit of MLP
and is engaged in the development and operation of the Kapalua
Resort on the Island of Maui's northwest coast (hereafter referred
to as the "Business"). MLP and KLC shall hereafter be referred to
collectively as the "Company."

     B.   Company desires to contract with Contractor, as an
independent contractor, to provide certain consulting and
advisory services more fully described below to the Company
regarding the Business.

     C.   Contractor possesses the skills, experience and contacts
necessary to provide such services to Company.

     NOW, THEREFORE, in consideration of the premises and the
covenants and conditions contained herein, Company and Contractor
hereby agree as follows:

     1.   Relationship of Independent Contractor Created.

          1.1  It is expressly agreed by the parties hereto that
Contractor shall not be deemed to be an employee of Company for
any purpose whatsoever, but shall be an independent contractor.
Further, it is understood and agreed by the parties that nothing
contained in this Agreement shall be construed to create a joint
venture, partnership, association, or other affiliation or like
relationship between the parties, it being specifically agreed
that their relationship is and shall remain that of independent
parties to a contractual relationship as set forth in this
Agreement.

          1.2  Company will not exercise any dominion or control
over the specific manner in which Contractor performs the services
hereunder, so long as the overall performance by Contractor of
such services are satisfactory to Company and in full conformity
with the requirements of this Agreement.


          1.3  Company agrees that it shall place no restrictions,
either express or implied, upon Contractor's acceptance of work from
other persons or companies, provided, however, that Contractor's
acceptance of work from such other persons or companies shall not
relieve Contractor from the full compliance with the terms of
this Agreement, nor shall Contractor's work for other companies
interfere with, conflict with or be contrary to the interests of
Company.

          1.4  Contractor shall have no authority to bind the Company
or to transact business in the name of Company.

     2.   Consulting Services.

          2.1  During the term of this Agreement Contractor agrees
to be available  for up to twenty-five (25) days as and when requested
by Company to advise and/or consult with Company managers and
others on ways to enhance and maximize the development marketing
and operations of KLC's Kapalua Resort (hereafter referred to as
the "Consulting Services") .

          2.2  Contractor may provide other services to the Company
as may be agreed upon by the Company and Contractor from time to
time, provided that such other services shall not result in any
increase in the Contract Fee payable to Contractor hereunder
unless agreed to in writing by the Company and Contractor.

     3.   Contract Fee.

          3.1  In consideration for the Contractor's agreement to be
available during the term of this Agreement for up to twenty-five
(25) days as and when requested by Company, to provide the
Consulting Services, Company shall pay to Contractor a Contract
Fee of Fifty Thousand Dollars ($50,000.00) at the termination of
this Agreement on April 15,  2004  and shall reimburse Contractor
for all reasonably necessary tax deductible business expenses
incurred by Contractor with Company's prior consent (hereafter
collectively referred to as the "Contract Fee").

     4.   Liability for Taxes and other Statutory Requirements.

          4.1  Contractor understands and agrees that as an
independent contractor, Contractor will be solely responsible for
obtaining and maintaining a current Hawaii Gross Excise Tax License
and for reporting and paying all state and federal taxes, social
security taxes, unemployment insurance contributions and assessments,
workers' compensation insurance, prepaid healthcare insurance,
temporary disability insurance, general excise taxes, self-employment
taxes, and any and all other taxes, fees, assessments or contributions,
if any, applicable to Contractor or arising out of the Consulting
Services provided by or the Contract Fee paid to Contractor
hereunder. Contractor understands and agrees that (a) Contractor
will not be treated as an employee of Company for any purposes;
(b) Company will not withhold on behalf of Contractor any sums
for income tax, unemployment insurance, social security, or any
other federal or Hawaii taxor contribution pursuant to any law or
requirement of any governmental body; and (c) Contractor will
indemnify and hold Company harmless from any and all loss or
liability arising from Company's failure to make such payments or
Company's failure to make such contributions.

          4.2  Contractor understands and agrees that Company will
not make available to Contractor any of the benefits afforded to
employees of Company, and Contractor shall not have and hereby
waives any claim under this Agreement or otherwise against Company
for any employee benefit or employee benefit plan coverage including
but not limited to vacation pay, paid sick leave, severance,
retirement benefits, social security, workers compensation,
health, disability, or unemployment insurance benefits or other
employee benefits of any kind excepting only the payments and
benefits described in Paragraph 2 of that certain Employment
Separation Agreement dated December 24, 2003 between the parties.
Contractor will indemnify, defend and hold Company harmless from
any and all loss or liability arising from Company's failure to
make or provide such benefits or contributions.

     5.   Indemnification.  Contractor agrees to indemnify, defend
and hold harmless Company and its officers, directors and employees,
from, and reimburse it for, any and all liabilities, claims,
demands, losses, damages, injuries, costs and expenses, including
attorney's fees and court costs, incurred in connection with,
arising out of or incident to the Consulting Services provided
hereunder by Contractor or the breach by Contractor of any
provision of this Agreement.

     6.   Confidentiality and Noncompetition.

          6.1  Contractor agrees that, Contractor has, and in the
course of Contractor's performance of this Agreement Contractor
will acquire, confidential information regarding the Company, its
clients and its business (the "Confidential Information").
Contractor understands and agrees that Contractor shall:  (a)
keep such Confidential Information confidential at all times
during and after the expiration of the term of this Agreement;
(b) not disclose or communicate any Confidential Information to
any third party, except as required by law; (c) not use any
Confidential Information on Contractor's own behalf or on behalf
of any third party, except as otherwise expressly authorized in
writing by Company; and (d) not use any Confidential Information
to the detriment of Company.


          6.2  During the term of this Agreement and for a period
of one (1) year after the termination of this Agreement, Contractor
shall not, without the prior written consent of Company, engage
in any activity competitive with the business of Company, its
parent or affiliated entities in the State of Hawaii (hereafter
referred to as the "Business").  An activity competitive with the
Business shall mean becoming an employee, officer, director,
contractor or consultant of, or being an investor in, or owner
of, any corporation, partnership, limited liability company, or
other person or entity engaged in any conduct which competes
directly or indirectly with the Business in the State of Hawaii.
It is the desire and intent of the parties that the provisions of
this Paragraph shall be enforced to the fullest extent
permissible under the laws and public policies of the State of
Hawaii. Accordingly, if any particular portion of this Section
shall be adjudicated to be invalid or unenforceable, this Section
shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable.

          6.3  In view of the nature of Contractor's services
hereunder and the nature of the Confidential Information that
Contractor may receive during the course of the performance of
Contractor's services, Contractor agrees that any unauthorized
disclosure to third parties of any Confidential Information,
Contractor's engagement in any competitive activity, or any other
violation, or threatened violation, of this Section 6 would cause
irreparable damage to the Company, and that, therefore, the
Company shall be entitled to an injunction prohibiting Contractor
from any such disclosure, attempted disclosure, competitive
activity, attempted competitive activity, violation or threatened
violation.  The undertakings set forth in this Section 6 shall
survive the termination of this Agreement.

     7.   Term and Termination.

          7.1  The term of this Agreement shall commence on
the date hereof and shall continue through April 15, 2004 unless
terminated sooner as provided in Subparagraph 7.2.

          7.2  This Agreement may be terminated by written
notice given prior to April 15, 2004 upon the occurrence of any of
the following events: (i) by mutual agreement of the parties, (ii)
by Contractor's death, (iii) by Contractor suffering a physical,
mental or emotional impairment that prevents Contractor from
being available or able to perform any of the Consulting Services
to Company's reasonable satisfaction for a period of four (4)
consecutive weeks or any six (6) weeks during the any two (2)
month period, or (iv) by a material breach of this Agreement by
either party. In the event this Agreement is terminated prior to
April 15, 2004 for any of the foregoing reasons Contractor shall
be entitled to receive prompt payment of only those prorated
Contract Fees earned through the termination date.

     8.   Arbitration.  If any claim, dispute or controversy should
arise between the Company and Contractor, with respect to this
Agreement or their obligations under, any alleged breach of, or
the interpretation of, this Agreement (except for any alleged
breach of the provisions of Section 6 to which this Section shall
not apply), either the Company or Contractor may demand that the
dispute be settled by arbitration in Honolulu, Hawaii before a
single arbitrator in accordance with the then existing rules for
resolving commercial disputes of the American Arbitration
Association or its successor, provided, however, that the
arbitrator may not alter, amend or terminate any provision of
this Agreement or award punitive or exemplary damages unless
expressly provided for by statute.  The award of the arbitrator
shall be final and binding and judgment upon the award may be
entered in accordance with the Federal Arbitration Act, unless
such law is not applicable in which case in accordance with
Hawaii Revised Statutes Chapter 658A, as amended, in any court
having jurisdiction thereof.  All fees and expenses of the
arbitrators and all other expenses of the arbitration, except for
attorneys' fees shall be shared equally by the Company and
Contractor.  Each party shall bear its own witness expenses.  The
prevailing party in such arbitration shall be entitled to recover
reasonable attorneys' fees as part of the award resulting from
such arbitration but not to exceed the maximum amount permitted
under HRS 607-14.

     9.   Miscellaneous.

          9.1  Notices or communications required or permitted
to be given under this Agreement shall be given to the
respective parties by personal delivery or by registered or
certified mail (such notice being deemed given as of the date of
mailing) at the addresses set forth in this Agreement unless a
party shall otherwise designate a different address by written
notice to the other party.

          9.2  This Agreement shall be construed and enforced in
accordance with the laws of the State of Hawaii.

          9.3  No assignment of this Agreement or the rights and
obligations hereunder shall be valid without the specific written
consent of both parties hereto.

          9.4  This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the Consulting
Services of Contractor and it supersedes all previous agreements,
correspondence, negotiations and discussions regarding the
Consulting Services.

          9.5  This Agreement may be amended only by an instrument
in writing signed by both parties thereto, effective as of the
date stipulated therein.

          9.6  If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully
severable and this Agreement shall be construed and enforced as
if such illegal, invalid, or unenforceable provision had never
comprised a part hereof.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar
in terms to such illegal, invalid, or unenforceable provision as
may be possible and still be legal, valid or enforceable.

          9.7  No consent or waiver, express or implied, by a party
or of any breach or default by the other party in the performance
by such other party of its obligations hereunder shall be deemed
or construed to be a consent or waiver to or of any other breach
or default in the performance by such other party of the same or
any other obligations of such party hereunder.

          9.8  This Agreement shall be binding upon and is for the
benefit of the parties hereto and their successors, transferees,
permitted assigns, heirs and personal representatives.

          9.9  Any exhibits attached hereto are incorporated by
reference in this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.


                              MAUI LAND & PINEAPPLE COMPANY INC.

                              By /S/ DAVID C. COLE
                                 Its President and CEO

                                                  the "Company"






                              /S/ DON YOUNG
                              DONALD A. YOUNG

EX-10

                        December 30, 2003




Mr. Douglas R. Schenk
372 Hoopalua Drive
Pukalani, HI 96768

               Re:  Employment Separation Agreement

Dear Doug:

     Thank you for meeting with me to discuss your separation
from Maui Land & Pineapple Company, Inc. ("MLP").  Based on our
discussion, this letter sets forth the terms and conditions
regarding your separation from MLP. Upon review and execution by
you this letter will become a legally enforceable agreement
between you and MLP on the terms and conditions described below.
Since this Agreement will supersede and replace all other
agreements between you and MLP regarding your employment or
separation from employment with MLP, please first review it
carefully with your attorney.


     1.   Separation of Employment

     Your separation from employment with MLP will be effective
as of the close of business on December 31, 2003.  You will be
paid your regular salary and your unused vested and accumulated
vacation pay through December 31, 2003 at the time of your
separation.  MLP will withhold from your final salary payment all
required payroll and other currently authorized withholdings and
deductions and from your final vested and accumulated vacation
payment only the applicable payroll taxes.  After the effective
date of your separation MLP understands and agrees that you will
not be providing any employment services to MLP and you
understand and agree that you will not be provided or eligible
for any employee compensation or employee benefits from MLP
except as described in Paragraph 2 below.


     2.   Separation Benefits.

     In consideration of the Additional Separation Benefits
described in Subparagraph 2b. below you will receive, in lieu of
all other compensation and employee benefits, the salary and
vacation payments described in Paragraph 1 above and the payments
and benefits described in this Paragraph 2.

          a.   Existing Employment Benefits.

               From and after January 1, 2004 you will receive
when due the following employee benefits to which you have vested
under MLP's current employee benefit plans and policies, less
applicable payroll taxes, in accordance with the terms and
conditions of those benefit plans and any applicable Summary Plan
Descriptions, which will control in the event of any conflict
with this letter, as follows:

          (1)  As provided in Paragraph 1 above, your unused,
               accumulated and prorate vacation pay benefit
               through December 31, 2003 in the amount of
               $38,507.69, representing forty (40) days of such
               vacation pay benefits;

          (2)  Your Employee Stock Ownership Plan benefit;

          (3)  The terminated Unfunded Executive Deferred
               Compensation Plan benefit totaling $98,335.00
               payable in equal monthly installments over a
               maximum of ten years. Payments to commence during
               the month of June, 2007 and continuing each month
               thereafter in accordance with MLP's normal payroll
               payment schedule;

          (4)  The Unfunded Executive Severance Plan benefit in
               the amount of $375,450 paid in equal installments
               according to MLP's regular payroll schedule
               beginning with the first pay cycle following
               December 31, 2003 and ending with the close of the
               pay cycle immediately preceding June 1, 2007;

          (5)  Medical, dental, vision and prescription drug
               benefits coverage from January 1, 2004 through
               June 30, 2005 ( the "Covered Period") under the
               MLP health care plan (hereafter referred to as the
               MLP Health Care Plan) if C.O.B.R.A. continuation
               coverage is elected. The premium cost of such
               coverage shall be paid for by MLP and you in
               monthly amounts with the same premium cost sharing
               split applied each month to active salaried
               employees during the Covered Period;

          (6)  Your voluntary deferrals into the Maui Land &
               Pineapple Company, Inc. Retirement Savings Plan
               (401k plan) and into the Executive Deferred
               Compensation Plan, and any award for a cycle in
               which you are a named participant in the Long Term
               Incentive Plan in accordance with the terms of the
               plan documents.

           b.  Additional Separation Benefits.

               In addition to the employment benefits described
in Paragraph 2.a. above, and in consideration of your release,
indemnification and promises described below, MLP will provide
the following Additional Separation Benefits:


          (1)  Defined Benefit Plan and SERP Target Benefit
     Enhancements:

               MLP will increase the age and or service credit
     for your Defined Benefit Plan Single Life Annuity and your
     Unfunded SERP Target Benefit Single Life Annuity so that
     your combined single life annuity annual benefit under your
     Defined Benefit Plan Single Life Annuity and your SERP
     Target Benefit Single Life Annuity is increased to a total
     amount of $82,162.00 as of June 1, 2007.  If you select a
     joint and survivor benefit, the foregoing benefit amount
     will be adjusted in accordance with the terms of the Plans.
     The amount of the benefit in excess of the amount paid from
     the Defined Benefit Plan will be paid from MLP's general
     assets under the terms of the SERP Plan.

          (2)  Health Care Benefit Enhancements

               Your coverage under the MLP Health Care Plan for
          medical, vision and prescription drug (but not dental)
          benefits or if not available an equivalent alternative
          plan obtained for you with the same premium cost split
          described in Subparagraph 2a.(5) above shall be
          extended for 23 months through May 31, 2007 in
          accordance with the same terms of as described in
          Subparagraph 2.a(5);

          (3)  Independent Consulting Services Agreement

               A three (3) year independent consulting services
     agreement as Senior Advisor to Maui Agricultural Partners, a
     MLP business unit commencing January 1, 2004 in accordance
     with the terms and conditions of and in the form of the
     Agreement attached hereto as Exhibit 1 and incorporated here
     by reference.


     3.   MLP Property.

     Any MLP documents, information and property should be
returned to MLP's Vice President, Human Resources on or before
December 31, 2003, or as soon thereafter as is possible,
including and without limitation confidential business or
customer reports, maps, files, memoranda, records, phones,
software, credit cards, door and automobile and file keys,
computers and computer access codes, disks and instruction
manuals and vehicles.


     4.   Confidentiality, Cooperation, and Trade Secrets.

     In order to assure a cooperative and harmonious separation
and recognizing the importance of your and MLP's reputations and
its business operations, we are further agreeing as follows:

          a.   Neither you nor MLP will make or encourage any
disparaging comments about each other or MLP's owners, directors,
officers, employees or business operations.  You have also agreed
to MLP's  public statement of your separation from MLP.

          b.   You and MLP also agree to keep confidential the
terms and amount of this Agreement to the extent not disclosed
publicly by MLP either directly or by a filing of such
information with a government agency, provided that you may
discuss this Agreement with your attorney(s), accountant(s),
financial advisor(s) and/or immediate family once they have also
agreed to keep the fact and contents of this Agreement
confidential and not disclose such information to others.  MLP
may likewise disclose the terms and amount of this Agreement to
(i) its directors, officers, employees, attorneys, auditors and
accountants once they have agreed to keep the fact and contents
of this Agreement confidential and not to disclose such
information to others, and (ii) to government agencies or other
private entities as may be required or prudent for its business
operations.

          c.   You and MLP also agree that any and all
information obtained by you or disclosed to you during your
employment with MLP which is not already known to the general
public, including but not limited to MLP's confidential financial
and business information, strategic plans, projects, customers,
programs, methods of operation, processes, practices, policies
and procedures, are strictly confidential and proprietary to
trade secrets of MLP and shall not be disclosed or discussed, or
revealed by you to any person, entities or organizations at any
time unless compelled by law.

          d.   You and MLP also agree that if you are needed to
assist MLP to prepare for or to testify on behalf of MLP in any
litigation after the effective date of your separation, that you
will do so provided that if such preparation or testimony
requires you to travel by airplane or requires more than two days
of your time at any one time, MLP will reimburse you for any
required air travel based on an advanced purchase coach airfare
and any hotel accommodations and meals while you are away from
home.

          e.   You understand and acknowledge that the provisions
in this Paragraph 4 are a material inducement for MLP to enter
into this Agreement and to provide the additional separation
benefits described in Subparagraph 2.b. above.  Therefore you and
MLP agree that your breach of any of your agreements in this
Paragraph 4 would be a material breach which will relieve MLP,
but not you, of any further obligations under this Agreement and
in addition to any other remedies available to MLP at law or
equity shall entitle MLP to recover any of the Additional
Separation Benefits (or if not available, the cost to MLP of said
benefits) already provided to you.


     5.   Mutual Release, Indemnification and Promise Not To Sue.

          a.   Release. As a material inducement to you and MLP
to enter into this Agreement and to provide you the Additional
Separation Benefits describe in Paragraph 2.b. above and to
provide MLP with the promises described in Paragraph 4 above, you
and MLP hereby irrevocably and unconditionally release, acquit,
and forever discharge each other from any and all claims,
liabilities, and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, statutory or common
law, known or unknown, suspected or unsuspected against each
other based on any act of omission from the beginning of time
through the effective date of your separation from employment
with MLP including, but not limited to any constitutional,
statutory or common law claims arising out of or under any (i)
express or implied contract of employment; (ii) federal, state or
common law prohibition of age or other forms of employment
discrimination, retaliation, wrongful discharge, or public
policy; (iii) your recruitment for, employment with, or
separation from employment with MLP and, (iv) any employee
benefit plan or law applicable to employee benefit
plans(collectively called "Released Claims").

     The foregoing release shall not apply to any claim by you to
any vested employee benefit described in Paragraph 2.a. above or
any claim by you or MLP to enforce your or MLP's express
obligations under this Agreement or for benefits under any
federal or Hawaii law that cannot be waived or discharged by
agreement.  Moreover, except to the extent permitted by law,
nothing in this Agreement shall interfere with the enforcement
authority of any federal or state agency or your right to
cooperate with any investigation by such an agency.  You are,
however, waiving your right to receive or recover any payment or
employee benefit not expressly identified in Paragraph 2 above
and any monetary award based on any such agency action whether or
not it is initiated by you.

          b.   Indemnification.

               As a further material inducement to you and MLP to
enter into this Agreement and to pay to you the Additional
Separation Benefits described in Subparagraph 2.b. above and to
provide MLP with the promises described in Paragraph 4 above, you
and MLP hereby agree to indemnify and hold each other harmless
from and against any and all losses, costs, damages, or expenses,
including, without limitation, attorneys' fees incurred by you or
MLP arising out of any breach of the agreement by you and MLP not
to initiate or file any claim or lawsuit against each other over
any Claims released in Subparagraph 5.a. above.  You and MLP
expressly understand and acknowledge that this Agreement may be
pleaded as a defense to and may be used as the basis for an
attempted injunction against any action, suit, administrative or
other proceeding which may be instituted, prosecuted or attempted
as a result of an alleged breach of this agreement by you or MLP.

          c.   Promise Not to Sue.

          You and MLP also agree not to file or initiate any
claim or lawsuit against each other with any agency or court
based on any Claims covered by the release set forth in
Subparagraph 5.a. other than to enforce this Agreement or to
obtain a benefit that by law cannot be waived.  If either you or
MLP file any administrative claim or lawsuit(s) against the other
based on any Claims waived or released by this Agreement, then in
addition to all other remedies provided by law or equity, the
filing or initiating party agrees to pay the defending party for
all costs, including reasonable attorneys fees, incurred by the
party defending against the waived or released Claims.  If MLP is
the defending party and you ultimately prevail, MLP may credit
any amounts paid under this Agreement against any recovery
obtained by you.


     6.   Review and Revocation Rights

     Because this Agreement includes a waiver and release of your
right to file a claim for age discrimination under the Federal
Age Discrimination In Employment Act ("ADEA"), you understand and
acknowledge that you have up to twenty-one (21) days to decide
whether to sign this Agreement and that you should consult with
an attorney.  In addition, you understand that within seven (7)
days after signing this Agreement, you may revoke in writing your
waiver and release of any claim under the ADEA, but not any other
Released Claims you have waived or released by either delivering
a written notice of revocation to Ms. J. Susan Corley, Vice
President, Human Resources at  120 Kane Street, Kahalui Hawaii
96733, or by mailing the notice to such individual at P.O. Box
187, Kahalui, Hawaii 96733 on or before the end of the seven (7)
day revocation period provided. If the written notice is given by
mail it will be deemed timely if the mailing is properly
addressed, is post marked no later than the seventh day of the
revocation period and is sent by United States Mail, certified
mail, return receipt requested, to Ms. J. Susan Corley at the
address shown above.  If the seventh day falls on a Saturday,
Sunday or holiday, the next regular business day will be
considered the seventh day.  If you elect in a timely manner to
revoke the release of any federal ADEA claim, your release will
still remain in effect for all other Released Claims but the
Additional Separation Benefits described in paragraph 2.b above
shall be reduced by twenty-five percent (25%) of their value.

     You and MLP understand and agree that unless otherwise
agreed in another writing signed by and MLP, the terms of this
agreement and any payments or benefits provided for hereunder
will not be effective or due until the later of the separation of
your employment with MLP or the expiration of the seven (7) day
revocation period described above.  If you execute and deliver
this Agreement but then timely revoke your release of any federal
age discrimination claim, this Agreement and release of all other
Released Claims will remain in full force and effect as modified
above.


     7.   Arbitration.

     Because of the delay, expense and publicity which results
from the use of the State and Federal court systems, you and MLP
agree to submit to final and binding arbitration any claims and
disputes arising out of or related to the interpretation,
application and/or enforcement of this Agreement or between you
and MLP, including but not limited to any constitutional,
statutory, or common law claims rather than to use such court
system.  In any such arbitration, the then existing American
Arbitration Association ("AAA") rules for resolving employment
disputes shall govern the arbitration, subject to the Federal
Arbitration Act, if applicable, or if not applicable then the
Hawaii Uniform Arbitration Act, H.R.S. Chapter 658A  then in
effect.  To the extent such AAA rules include any provisions that
would render this agreement to arbitrate unenforceable, they
shall be modified to conform to the law or if they cannot be
modified they shall be deemed null and void.


     8.   Voluntary Mutual Agreement

     You understand your right to discuss and have discussed all
aspects of this Agreement with your attorney and represent to MLP
that you have carefully read, fully understand all of the
provisions of this Agreement and based on the advice of your
attorney voluntarily enter into this Agreement.  The parties each
represent and acknowledge that they are entering into this
Agreement to effect an amicable and positive separation of your
employment with MLP and not as an admission that either party has
violated any law or other legal obligations such as those
described in Paragraph 5 above.  This Agreement represents an
amicable compromise and settlement of all the parties' rights,
claims and benefits.


     9.   Entire Agreement

     You represent and acknowledge that in executing this
Agreement you do not rely, and have not relied, upon any
representation or statement by MLP or any representative of MLP
not set forth in this Agreement regarding the subjects of this
Agreement or your recruitment for, employment with, or separation
from employment with MLP.

     This Agreement sets forth the entire agreement between you
and MLP with regard to the conditions of your separation from
employment with MLP and supersedes any prior agreement between
you and MLP.  This Agreement shall be binding upon and inure to
the benefit of the parties, their successors and assigns.  You
agree to keep MLP informed of your address to ensure your receipt
of all communications and required government forms, such as W-4s
and so forth.

     PLEASE READ CAREFULLY.  THIS EMPLOYMENT SEPARATION AGREEMENT
INCLUDES A RELEASE OF ALL CLAIMS.

                                     MAUI LAND & PINEAPPLE
                                          COMPANY, INC.


 /S/DOUGLAS R. SCHENK                By:/S/DAVID COLE
    DOUGLAS R. SCHENK                      DAVID COLE
                                           Its President and
                                           Chief Executive Officer

Date:  12/30/03                      Date:   1/05/04

EX-10

           INDEPENDENT CONSULTING SERVICES AGREEMENT


     THIS AGREEMENT is made effective as of the 1st day of
January 2004, by and between Maui Land & Pineapple Company, Inc.,
a Hawaii corporation, whose principal place of business and
mailing address is 120 Kane Street, Kahului, Hawaii 96733 ("MLP")
and Douglas R. Schenk whose mailing address is 372 Hoopalua
Drive, Pukalani, Hawaii 96768 (hereinafter referred to as the
"Contractor").

                           RECITALS:

     A.   MLP is forming a new business unit to be named Maui
Agricultural Partners that will be responsible for among others
(i) Kapalua Farms, a MLP service entity supporting joint ventures
in diversified agriculture in Kapalua, Hawaii, (ii) Earth
University Island Institute a work study program being developed
with Earth University and the University of Hawaii to promote
applied research and education that fosters agricultural
entrepreneurs and (iii) Island Energy, a MLP program to identify
cost effective methods for growing, processing and marketing bio-
fuels (collectively the "Business").  MLP and MAP shall hereafter
be referred to collectively as the "Company."

     B.   Company desires to contract with Contractor, as an
independent contractor, to provide certain consulting and
advisory services more fully described below to the Company
regarding its operations, marketing and the distribution of its
products.

     C.   Contractor possesses the skills, experience and contacts
necessary to provide such services to Company.

     NOW, THEREFORE, in consideration of the premises and the
covenants and conditions contained herein, Company and Contractor
hereby agree as follows:

     1.   Relationship of Independent Contractor Created.

          1.1  It is expressly agreed by the parties hereto that
Contractor shall not be deemed to be an employee of Company for
any purpose whatsoever, but shall be an independent contractor.
Further, it is understood and agreed by the parties that nothing
contained in this Agreement shall be construed to create a joint
venture, partnership, association, or other affiliation or like
relationship between the parties, it being specifically agreed
that their relationship is and shall remain that of independent
parties to a contractual relationship as set forth in this
Agreement.


          1.2  Company will not exercise any dominion or control
over the specific manner in which Contractor performs the services
hereunder, so long as the overall performance by Contractor of
such services are satisfactory to Company and in full conformity
with the requirements of this Agreement.

          1.3  Company agrees that it shall place no restrictions,
either express or implied, upon Contractor's acceptance of work
from other persons or companies, provided, however, that
Contractor's acceptance of work from such other persons or
companies shall not relieve Contractor from the full compliance
with the terms of this Agreement, nor shall Contractor's work for
other companies interfere with, conflict with or be contrary to
the interests of Company.

          1.4  Contractor shall have no authority to bind the
Company or to transact business in the name of Company.

     2.   Consulting Services.

          2.1  During the term of this Agreement and as requested
by Company, Contractor will furnish to Company the following
consulting and advisory services for up to fifteen (15) days
(120 hours) during each calendar quarter covered by this Agreement:
(i) advice and/or consultations with Kapalua Farms managers
regarding ways to maximize its operations and results including
but not limited to the identity, feasibility and/or operations of
potential and/or existing joint ventures in diversified
agriculture, (ii) advice and/or consultations regarding the
operations of the Earth Island Institute's operations including
but not limited to ways to effectively develop implement monitor
and promote its work study research and/or education programs for
fostering agricultural entrepreneurs and (iii) advice and/or
consultations with Island Energy managers on methods to identify
and develop cost effective ways to grow, process and market bio-
fuels (hereafter collectively referred to as the "Consulting
Services").  The Consulting Services shall be provided at such
times and for such accounts as shall be mutually agreed upon by
Company and Contractor.

          2.2  Contractor may provide other services to the
Company as may be agreed upon by the Company and Contractor from
time to time, provided that such other services shall not result
in any increase in the Contract Fee payable to Contractor
hereunder unless agreed to in writing by the Company and
Contractor.

     3.   Contract Fee.

          3.1  In consideration for the Contractor's agreement
to provide the Consulting Services, Company shall pay to
Contractor a Contract Fee of up to Fifteen Thousand Dollars
($15,000) per calendar quarter prorated for the number of
Consulting Services hours actually provided by Contractor during
the calendar quarter (the "Contract Fee").  The Contract Fee shall
be paid to Contractor on or before the 15th day of the first month
of each calendar quarter for the Consulting Services performed
during the immediately preceding calendar quarter.  Company shall
reimburse Contractor for all reasonably necessary tax deductible
business expenses incurred by Contractor with Company's prior
consent (hereafter collectively referred to as the "Contract Fee").


     4.   Liability for Taxes and other Statutory Requirements.

          4.1  Contractor understands and agrees that as an
independent contractor, Contractor will be solely responsible for
obtaining and maintaining a current Hawaii Gross Excise Tax License
and for reporting and paying all state and federal taxes, social
security taxes, unemployment insurance contributions and assessments,
workers' compensation insurance, prepaid healthcare insurance,
temporary disability insurance, general excise taxes, self-
employment taxes, and any and all other taxes, fees, assessments
or contributions, if any, applicable to Contractor or arising out
of the Consulting Services provided by or the Contract Fee paid
to Contractor hereunder. Contractor understands and agrees that
(a) Contractor will not be treated as an employee of Company for
any purposes; (b) Company will not withhold on behalf of
Contractor any sums for income tax, unemployment insurance,
social security, or any other federal or Hawaii taxor
contribution pursuant to any law or requirement of any
governmental body; and (c) Contractor will indemnify and hold
Company harmless from any and all loss or liability arising from
Company's failure to make such payments or Company's failure to
make such contributions.

          4.2  Contractor understands and agrees that Company will
not make available to Contractor any of the benefits afforded to
employees of Company, and Contractor shall not have and hereby
waives any claim under this Agreement or otherwise against Company
for any employee benefit or employee benefit plan coverage including
but not limited to vacation pay, paid sick leave, severance,
retirement benefits, social security, workers compensation,
health, disability, or unemployment insurance benefits or other
employee benefits of any kind excepting only the payments and
benefits described in Paragraph 2 of that certain Employment
Separation Agreement dated December 30, 2003 between the
parties.  Contractor will indemnify, defend and hold Company
harmless from any and all loss or liability arising from
Company's failure to make or provide such benefits or
contributions.

     5.   Indemnification.  Contractor agrees to indemnify,
defend and hold harmless Company and its officers, directors
and employees, from, and reimburse it for, any and all liabilities,
claims, demands, losses, damages, injuries, costs and expenses,
including attorney's fees and court costs, incurred in connection
with, arising out of or incident to the Consulting Services
provided hereunder by Contractor or the breach by Contractor of
any provision of this Agreement.

     6.   Confidentiality and Noncompetition.

          6.1  Contractor agrees that, Contractor has, and in
the course of Contractor's performance of this Agreement
Contractor will acquire, confidential information regarding the
Company, its clients and its business (the "Confidential
Information").  Contractor understands and agrees that Contractor
shall:  (a) keep such Confidential Information confidential at
all times during and after the expiration of the term of this
Agreement; (b) not disclose or communicate any Confidential
Information to any third party, except as required by law;
(c) not use any Confidential Information on Contractor's own
behalf or on behalf of any third party, except as otherwise
expressly authorized in writing by Company; and (d) not use any
Confidential Information to the detriment of Company.

          6.2  During the term of this Agreement and for a
period of one (1) year after the termination of this Agreement,
Contractor shall not, without the prior written consent of
Company, engage in any activity competitive with the business of
Company, its parent or affiliated entities in the State of Hawaii
(hereafter referred to as the "Business").  An activity competitive
with the Business shall mean becoming an employee, officer,
director, contractor or consultant of, or being an investor in, or
owner of, any corporation, partnership, limited liability company,
or other person or entity engaged in any conduct which competes
directly or indirectly with the Business in the State of Hawaii.
It is the desire and intent of the parties that the provisions of
this Paragraph shall be enforced to the fullest extent
permissible under the laws and public policies of the State of
Hawaii. Accordingly, if any particular portion of this Section
shall be adjudicated to be invalid or unenforceable, this Section
shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable.

          6.3  In view of the nature of Contractor's services
hereunder and the nature of the Confidential Information that
Contractor may receive during the course of the performance of
Contractor's services, Contractor agrees that any unauthorized
disclosure to third parties of any Confidential Information,
Contractor's engagement in any competitive activity, or any other
violation, or threatened violation, of this Section 6 would cause
irreparable damage to the Company, and that, therefore, the
Company shall be entitled to an injunction prohibiting Contractor
from any such disclosure, attempted disclosure, competitive
activity, attempted competitive activity, violation or threatened
violation.  The undertakings set forth in this Section 6 shall
survive the termination of this Agreement.

     7.   Term and Termination.

          7.1  The term of this Agreement shall commence on the
date hereof and shall continue through December 31, 2006 unless
terminated sooner as provided in Subparagraph 7.2.

          7.2  This Agreement may be terminated by written notice
given prior to December 31, 20036 upon the occurrence of any of
the following events: (i) by mutual agreement of the parties,
(ii) by Contractor's death, (iii) by Contractor suffering a
physical, mental or emotional impairment that prevents Contractor
from being available or able to perform any of the Consulting
Services to Company's reasonable satisfaction for a period of
three consecutive months or any five months during a calendar
year, or (iv) by a material breach of this Agreement by either
party. In the event this Agreement is terminated prior to
December 31, 2006 for any of the foregoing reasons Contractor
shall be entitled to receive prompt payment of only those
Contract Fees earned through the termination date.

     8.   Arbitration.  If any claim, dispute or controversy
should arise between the Company and Contractor, with respect to
this Agreement or their obligations under, any alleged breach of,
or the interpretation of, this Agreement (except for any alleged
breach of the provisions of Section 6 to which this Section shall
not apply), either the Company or Contractor may demand that the
dispute be settled by arbitration in Honolulu, Hawaii before a
single arbitrator in accordance with the then existing rules for
resolving commercial disputes of the American Arbitration
Association or its successor, provided, however, that the
arbitrator may not alter, amend or terminate any provision of
this Agreement or award punitive or exemplary damages unless
expressly provided for by statute.  The award of the arbitrator
shall be final and binding and judgment upon the award may be
entered in accordance with the Federal Arbitration Act, unless
such law is not applicable in which case in accordance with
Hawaii Revised Statutes Chapter 658A, as amended, in any court
having jurisdiction thereof.  All fees and expenses of the
arbitrators and all other expenses of the arbitration, except for
attorneys' fees shall be shared equally by the Company and
Contractor.  Each party shall bear its own witness expenses.  The
prevailing party in such arbitration shall be entitled to recover
reasonable attorneys' fees as part of the award resulting from
such arbitration but not to exceed the maximum amount permitted
under HRS 607-14.

     9.   Miscellaneous.

          9.1  Notices or communications required or permitted
to be given under this Agreement shall be given to the respective
parties by personal delivery or by registered or certified mail
(such notice being deemed given as of the date of mailing) at the
addresses set forth in this Agreement unless a party shall
otherwise designate a different address by written notice to the
other party.

          9.2  This Agreement shall be construed and enforced in
accordance with the laws of the State of Hawaii.


          9.3  No assignment of this Agreement or the rights and
obligations hereunder shall be valid without the specific written
consent of both parties hereto.

          9.4  This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the
Consulting Services of Contractor and it supersedes all previous
agreements, correspondence, negotiations and discussions
regarding the Consulting Services.


          9.5  This Agreement may be amended only by an instrument
in writing signed by both parties thereto, effective as of the
date stipulated therein.

          9.6  If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully
severable and this Agreement shall be construed and enforced as
if such illegal, invalid, or unenforceable provision had never
comprised a part hereof.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar
in terms to such illegal, invalid, or unenforceable provision as
may be possible and still be legal, valid or enforceable.

          9.7  No consent or waiver, express or implied, by a party
or of any breach or default by the other party in the performance
by such other party of its obligations hereunder shall be deemed
or construed to be a consent or waiver to or of any other breach
or default in the performance by such other party of the same or
any other obligations of such party hereunder.

          9.8  This Agreement shall be binding upon and is for the
benefit of the parties hereto and their successors, transferees,
permitted assigns, heirs and personal representatives.

          9.9  Any exhibits attached hereto are incorporated by
reference in this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.


                              MAUI LAND & PINEAPPLE COMPANY INC.

                              By /S/DAVID C. COLE
                                   Its President & CEO

                                                   the "Company"




                              /S/ DOUGLAS R. SCHENK
                                  DOUGLAS R. SCHENK

EX-31

Exhibit 31

CERTIFICATION

I, David C. Cole, certify that:

  1.  I have reviewed this Annual Report on Form 10-K of Maui Land
      & Pineapple Company, Inc.;

  2.  Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material
      fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not
      misleading with respect to the period covered by this report;

  3.  Based on my knowledge, the financial statements, and other
      financial information included in this report, fairly present in
      all material respects the financial condition, results of
      operations and cash flows of the registrant as of, and for, the
      periods presented in this report;

  4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e) for the registrant and have:

          (a)  Designed such disclosure controls and procedures,
          or caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by
          others within those entities, particularly during the
          period in which this report is being prepared;

          (b)  [This paragraph is intentionally left blank.]

          (c)  Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls
          and procedures, as of the end of the period covered by this
          report based on such evaluation; and

          (d)  Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred during
          the registrant's most recent fiscal quarter (the registrant's
          fourth fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially
          affect, the registrant's internal control over financial
          reporting; and

  5.  The registrant's other certifying officer and I have
      disclosed, based on our most recent evaluation of internal
      control over financial reporting, to the registrant's auditors
      and the audit committee of the registrant's board of directors:

          (a)  All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report financial
          information; and

          (b)  Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal control over financial reporting.


Date:   MARCH 25, 2004

                              /s/ DAVID C. COLE
                           Name:  David C. Cole
                           Title: Chairman, President & Chief








Executive Officer
CERTIFICATION

I, Paul J. Meyer, certify that:

  1.  I have reviewed this Annual Report on Form 10-K of Maui Land
      & Pineapple Company, Inc.;

  2.  Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material
      fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not
      misleading with respect to the period covered by this report;

  3.  Based on my knowledge, the financial statements, and other
      financial information included in this report, fairly present in
      all material respects the financial condition, results of
      operations and cash flows of the registrant as of, and for, the
      periods presented in this report;

  4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e) for the registrant and have:

          (a)  Designed such disclosure controls and procedures,
          or caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by
          others within those entities, particularly during the
          period in which this report is being prepared;

          (b)  [This paragraph is intentionally left blank.]

          (c)  Evaluated the effectiveness of the registrant's
          disclosure controls and procedures and presented in
          this report our conclusions about the effectiveness of
          the disclosure controls and procedures, as of the end
          of the period covered by this report based on such
          evaluation; and

          (d)  Disclosed in this report any change in the
          registrant's internal control over financial reporting
          that occurred during the registrant's most recent
          fiscal quarter (the registrant's fourth fiscal quarter
          in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect,
          the registrant's internal control over financial
          reporting; and

  5.  The registrant's other certifying officer and I have
      disclosed, based on our most recent evaluation of internal
      control over financial reporting, to the registrant's
      auditors and the audit committee of the registrant's board
      of directors:

          (a)  All significant deficiencies and material
          weaknesses in the design or operation of internal
          control over financial reporting which are reasonably
          likely to adversely affect the registrant's ability to
          record, process, summarize and report financial
          information; and

          (b)  Any fraud, whether or not material, that involves
          management or other employees who have a significant
          role in the registrant's internal control over
          financial reporting.

Date:   MARCH 25, 2004

                               /s/ PAUL J. MEYER
                            Name:  Paul J. Meyer
                            Title: Executive Vice
                                   President/Finance

EX-32

Exhibit 32


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350



In connection with the Annual Report of Maui Land & Pineapple
Company, Inc. (the "Company") on Form 10-K for the year ended
December 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), we, David C. Cole
and Paul J. Meyer, respectively, the Chairman, President & Chief
Executive Officer and Executive Vice President/Finance of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

     (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company.



/s/ DAVID C. COLE
David C. Cole
Chairman, President & Chief Executive Officer



/s/ PAUL J. MEYER
Paul J. Meyer
Executive Vice President/Finance
(Chief Financial Officer)


MARCH 25, 2004
date