Maui Land & Pineapple Company (MLP)

Report of the Compensation Committee on Executive Compensation

        The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management

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and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Walter A. Dods, Jr. (Chairman)
John H. Agee
Duncan MacNaughton

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this Report by reference therein.

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Report of the Compensation Committee on Executive Compensation

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Walter A. Dods, Jr. (Chairman)
John H. Agee
Duncan MacNaughton

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this Report by reference therein.

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The Board of Directors has charged the Compensation Committee with the responsibility of administering the Company’s executive compensation program. The Committee is assisted from time to time by independent management consultants who advise the Committee on compensation matters.

The Committee’s philosophy with regard to executive compensation is to attract, retain and reward the level of expertise needed to achieve the Company’s business objectives. The Committee believes that compensation should emphasize performance-based variable pay plans rather than base salary and cash bonuses. While base salary is an important part of the compensation program, the Committee manages base salaries with the objective of maintaining relatively low fixed cost levels as the Company shifts reward opportunity into variable pay plans.

In 2005, the Committee reviewed with Mr. Cole (as CEO) the individual performance of the Company’s key management employees, and approved salary increases and time-vested stock options for certain executive officers based upon the individual’s contributions. Compensation for new executive

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officers was determined based on compensation information provided by in-house analyses of market comparables.

In 2005, the Committee reviewed all compensation paid to Mr. Cole as Chairman, President & CEO of the Company and concluded that it was reasonable. The compensation paid in 2005 to Mr. Cole as Chairman was established in his employment agreement (dated October 2003), and was arrived at through a series of negotiations with Mr. Cole. In 2005, Mr. Cole was paid $450,000 in base salary and did not participate in any cash bonus plan. Mr. Cole’s compensation was set in an effort to provide him with a total compensation package acceptable to an executive of his caliber and experience, in light of the then-current financial circumstances facing the Company. A significant portion of Mr. Cole’s compensation consists of shares of restricted stock, which will vest only upon the achievement of agreed-upon performance measures, and stock options, which will vest over time provided that Mr. Cole remains with the Company, the value of which will be directly attributable to any increase in value of the Company’s Common Stock over its exercise price. The Committee believes that this equity compensation will serve to link Mr. Cole’s interests to those of the Company’s shareholders and provide him with an incentive for outstanding performance.

In February 2006, the Committee made an assessment of Mr. Cole’s achievement of certain targeted return on equity criteria with regard to the fiscal year 2005, and, based upon this review of his achievements against these performance measures, vested 14,175 shares of restricted stock granted to Mr. Cole pursuant to his Restricted Share Agreement. The Committee also vested 4,536 shares of restricted stock that had been granted to Mr. Rickert in 2004, which were based on the same performance criteria as Mr. Cole’s restricted stock grant.

Compensation Committee:

Fred E. Trotter (Chairman)
Walter A. Dods, Jr.
Duncan MacNaughton

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this Report by reference therein.