APL Limited
       Pure Excess Supplemental Executive Retirement Plan

SECTION 1.  ESTABLISHMENT AND PURPOSE OF THE PLAN.

The 1995 Supplemental Executive Retirement Plan was established
by the Company effective January 1, 1995.  Effective November 9,
1996, the 1995 Supplemental Executive Retirement Plan was
amended to form two plans:  the APL Limited Regular Supplemental
Executive Retirement Plan (the "Regular SERP") and the APL
Limited Pure Excess Supplemental Executive Retirement Plan (the
"Plan").  This document constitutes the Plan, as adopted.  The
purpose of the Plan is to supplement certain benefits under the
Retirement Plan.

The Plan shall be administered and operated in accordance with
the provisions of the Regular SERP, and capitalized terms in
this Plan shall have the same meaning as in the Regular SERP,
except to the extent provided in this document.

SECTION 2.  ELIGIBILITY AND PARTICIPATION.

Participation in this Plan shall be limited to any participant
in the Retirement Plan who is employed by a member of the
Affiliated Group on or after January 1, 1995, and whose benefits
under the Retirement Plan are affected by the limitations
imposed under section 401(a)(17) or 415 of the Code.

SECTION 3.  PLAN BENEFITS.

(a)  Amount of Retirement Plan Supplement.  The amount of a
     Participant's Retirement Plan Supplement under this Plan is
     the pure excess portion (if any) of the Retirement Plan
     Supplement determined under Section 3 of the Regular SERP,
     as described in Section 3(c) of the Regular SERP.

(b)  Payment of Retirement Plan Supplement.  A Participant's
     Retirement Plan Supplement under Subsection (a) above shall
     be payable to the Participant or to any other person
     (including, without limitation, a surviving spouse) who is
     receiving benefits under the Retirement Plan which are
     derived from the Participant.  Such a Retirement Plan
     Supplement shall be payable in the same form and at the
     same times as the Participant's benefit under the
     Retirement Plan (and in no event earlier), unless the
     Participant's benefit under the Retirement Plan is paid in
     the form of a single lump sum.  In that event, the
     Retirement Plan Supplement shall be payable in the normal
     form of benefit provided under the Retirement Plan,
     computed as if the benefit actually paid to the Participant
     under the Retirement Plan were also payable in the normal
     form, unless:

          (1)  The Participant requests in writing to receive
          the Retirement Plan Supplement in a single lump sum;
          and

          (2)  The Committee expressly approves the
          Participant's request.

SECTION 4.  ADMINISTRATION.

The terms of Section 4 of this Plan are the same as the terms of
Section 4 of the Regular SERP.

SECTION 5.  CLAIMS AND INQUIRIES.

The terms of Section 5 of this Plan are the same as the terms of
Section 5 of the Regular SERP.

SECTION 6.  AMENDMENT AND TERMINATION.

The terms of Section 6 of this Plan are the same as the terms of
Section 6 of the Regular SERP.

SECTION 7.  EMPLOYMENT RIGHTS.

The terms of Section 7 of this Plan are the same as the terms of
Section 7 of the Regular SERP.

SECTION 8.  NO ASSIGNMENT.

The terms of Section 8 of this Plan are the same as the terms of
Section 8 of the Regular SERP.

SECTION 9.  PLAN UNFUNDED.

The terms of Section 9 of this Plan are the same as the terms of
Section 9 of the Regular SERP.

SECTION 10.  CHOICE OF LAW.

The terms of Section 10 of this Plan are the same as the terms
of Section 10 of the Regular SERP.

SECTION 11.  DEFINITIONS.

Except as follows, the terms of Section 11 of this Plan are the
same as the terms of Section 11 of the Regular SERP:

(a)  "Plan" means this APL Limited Pure Excess Supplemental
     Executive Retirement Plan.

(b)  "Regular SERP" means the APL Limited Regular Supplemental
     Executive Retirement Plan.
SECTION 12.  EXECUTION.

To record the adoption of the Plan, the Company has caused its
duly authorized officer to affix the corporate name hereto.


                             APL Limited
                             By:  /s/ Timothy J. Windle