APL Limited
                  Regular Excess-Benefit Plan


SECTION 1.  ESTABLISHMENT AND PURPOSE OF THE PLAN.

The Excess-Benefit Plan of American President Companies, Ltd.
was established by the Company effective September 1, 1983.
Effective November 9, 1996, the Excess-Benefit Plan was amended
to form two plans:  The APL Limited Regular Excess-Benefit Plan
(the "Plan") and the APL Limited Pure Excess-Benefit Plan (the
"Pure Excess-Benefit Plan").  Effective as of the same date, the
Excess-Benefit Plan was amended by transferring all benefits
relating to the SMART Plan Reserve Account to the Deferred
Compensation Plan.  This document constitutes an amendment and
restatement of the Excess-Benefit Plan.  The purpose of the Plan
is to supplement certain benefits under the Retirement Plan.

SECTION 2.  ELIGIBILITY AND PARTICIPATION.

Participation in this Plan shall be limited to the following:

(a)  Any participant in the Retirement Plan whose benefits under
     the Retirement Plan are affected by the limitations imposed
     under section 401(a)(17) or 415 of the Code;

(b)  Any participant in the Retirement Plan whose benefits under
     the Retirement Plan are affected by the Code's requirement
     that salaries or bonuses deferred under the Deferred
     Compensation Plan cannot be taken into account in computing
     such benefits; and

(c)  Any participant in the Retirement Plan:

          (i)  Whose actual benefits under the Retirement Plan,
          at retirement, are lower than the benefits that he or
          she would have received absent the modification of the
          Retirement Plan's benefit formula that was adopted
          effective June 1, 1989, had he or she terminated
          employment with the Affiliated Group as of
          December 31, 1992, or, if earlier, the actual date of
          such termination of employment; and

          (ii) Whose "average annual compensation" under the
          Retirement Plan equals or exceeds $125,000 at any time
          after May 31, 1989.

     On June 1 of each year, starting with June 1, 1990, the
     $125,000 amount set forth in the preceding sentence shall
     be adjusted for inflation by multiplying it by a fraction.
     The numerator of such fraction shall be the CPI-W for U.S.
     Cities on the immediately preceding February 1, and the
     denominator of such fraction shall be the CPI-W for U.S.
     Cities on February 1, 1989.

Any other provision of the Plan notwithstanding, an individual
who was not a Participant on May 31, 1994, shall in no event
become a Participant thereafter.

SECTION 3.  PLAN BENEFITS.


(a)  Amount of Retirement Plan Supplement.  Each Participant
     whose pension benefits under the Retirement Plan are
     reduced by section 401(a)(17) or 415 of the Code, by the
     exclusion of salaries and bonuses deferred under the
     Deferred Compensation Plan from pension calculations or by
     the modification of the formula for calculating his or her
     "retirement income" (not including cost-of-living
     adjustments) that was adopted on July 10, 1990, effective
     as of June 1, 1989, shall be entitled to receive a monthly
     benefit under this Plan.  The amount of such benefit shall
     be equal to:

          (1)  The monthly benefit that would have been payable
          to the Participant under the Retirement Plan as of
          December 31, 1994, if the limitations of sections
          401(a)(17) and 415 of the Code, such exclusion and
          such modification (to the extent that such
          modification results in a benefit reduction) did not
          apply; minus

          (2)  The actual monthly benefit payable to the
          Participant under the Retirement Plan as of December
          31, 1994, giving effect to such exclusion, such
          modification and the limitations of sections
          401(a)(17) and 415 of the Code (as in effect when the
          benefit under this Plan is calculated).

     For purposes of this Subsection (a), the modification of
     the Retirement Plan formula that was adopted on July 10,
     1990, effective as of June 1, 1989, shall be deemed to have
     resulted in a benefit reduction only to the extent that a
     Participant's actual monthly benefit payment under the
     Retirement Plan is less than the monthly benefit payment
     that such Participant would have received if such
     modification had not been adopted and the Participant had
     separated from employment with all members of the
     Affiliated Group as of the earlier of December 31, 1992, or
     the Participant's actual employment termination date.  The
     Retirement Plan's Actuarial Equivalency factors shall be
     used to make this comparison.

(b)  Transition Rules.  Any other provision of the Plan
     notwithstanding:

          (1)  The amount of a Participant's benefit under
          Subsection (a) above shall in no event be greater than
          the benefit to which the Participant would have been
          entitled under Subsection (a) above if his or her
          employment in the Affiliated Group had terminated on
          December 31, 1994; and

          (2)  The amendment of this Plan adopted effective
          December 31, 1994, shall in no event cause the amount
          of a Participant's benefit under Subsection (a) above
          to be smaller than the benefit to which the
          Participant would have been entitled under Subsection
          (a) above if his or her employment in the Affiliated
          Group had terminated on December 31, 1994, but the
          amount of such benefit may decline for reasons
          unrelated to such amendment.

(c)  Calculation and Payment of Pure Excess Portion of
     Retirement Plan Supplement.  The portion (if any) of a
     Participant's Retirement Plan Supplement determined under
     Subsection (a) that is attributable solely to the monthly
     benefit that would be payable to the Participant under the
     terms of the Retirement Plan if the limitations of sections
     401(a)(17) and 415 of the Code did not apply shall be
     deemed earned and payable under the Pure Excess-Benefit
     Plan and not this Plan.

(d)  Payment of Retirement Plan Supplement.  A Participant's
     Retirement Plan Supplement under Subsection (a) above, less
     the pure excess portion (if any) determined under
     Subsection (c), 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 benefit under Subsection (a) above in a single
          lump sum; and

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

     In the case of a Participant who is entitled to a "COLA-
     Adjusted Retirement Income" under the Retirement Plan, the
     amount of any periodic Retirement Plan Supplement shall be
     recalculated each year in accordance with the provisions of
     the Retirement Plan relating to the adjustment of pension
     benefits to reflect changes in the cost of living.  The
     recalculation shall be performed upon the total of the
     Retirement Plan Supplement being paid under this Plan and
     the Retirement Plan Supplement (if any) being paid under
     the Pure Excess-Benefit Plan, but the full amount of any
     resulting increase shall be payable from this Plan, not the
     Pure Excess-Benefit Plan.

SECTION 4.  ADMINISTRATION.

The Plan shall be administered by the Committee.  The Committee
shall make such rules, interpretations and computations as it
may deem appropriate.  Any decision of the Committee with
respect to the Plan, including (without limitation) any
determination of eligibility to participate in the Plan and any
calculation of benefits hereunder, shall be conclusive and
binding on all persons.

SECTION 5.  CLAIMS AND INQUIRIES.

(a)  Application for Benefits.  Applications for benefits and
     inquiries concerning the Plan (or concerning present or
     future rights to benefits under the Plan) shall be
     submitted to the Company in writing and addressed to the
     Chair of the Committee.  An application for benefits shall
     be submitted on the prescribed form and shall be signed by
     the Participant or, in the case of a benefit payable after
     his or her death, by the beneficiary.

(b)  Denial of Application.  In the event that an application
     for benefits is denied in whole or in part, the Chair of
     the Committee shall notify the applicant in writing of the
     denial and of the right to a review of the denial.  The
     written notice shall set forth, in a manner calculated to
     be understood by the applicant, specific reasons for the
     denial, specific references to the provisions of the Plan
     on which the denial is based, a description of any
     information or material necessary for the applicant to
     perfect the application, an explanation of why the material
     is necessary, and an explanation of the review procedure
     under the Plan.  The written notice shall be given to the
     applicant within a reasonable period of time (not more than
     90 days) after the Chair of the Committee received the
     application, unless special circumstances require further
     time for processing and the applicant is advised of the
     extension.  In no event shall the notice be given more than
     180 days after the Chair of the Committee received the
     application.

(c)  Review Panel.  The Committee shall serve as the "Review
     Panel" under the Plan.  The Review Panel shall have the
     authority to act with respect to any appeal from a denial
     of benefits or a determination of benefit rights.

(d)  Request for Review.  An applicant whose application for
     benefits was denied in whole or in part, or the applicant's
     duly authorized representative, may appeal from the denial
     by submitting to the Review Panel a request for a review of
     the application within 90 days after receiving written
     notice of the denial from the Chair of the Committee.  The
     Chair of the Committee shall give the applicant or his or
     her representative an opportunity to review pertinent
     materials, other than legally privileged documents, in
     preparing the request for a review.  The request for a
     review shall be in writing and addressed to the Committee.
     The request for a review shall set forth all of the grounds
     on which it is based, all facts in support of the request,
     and any other matters that the applicant deems pertinent.
     The Review Panel may require the applicant to submit such
     additional facts, documents or other material as it may
     deem necessary or appropriate in making its review.

(e)  Decision on Review.  The Review Panel shall act on each
     request for a review within 60 days after receipt, unless
     special circumstances require further time for processing
     and the applicant is advised of the extension.  In no event
     shall the decision on review be rendered more than 120 days
     after the Review Panel received the request for a review.
     The Review Panel shall give prompt written notice of its
     decision to the applicant.  In the event that the Review
     Panel confirms the denial of the application for benefits
     in whole or in part, the notice shall set forth, in a
     manner calculated to be understood by the applicant, the
     specific reasons for the decision and specific references
     to the provisions of the Plan on which the decision is
     based.

(f)  Rules and Interpretations.  The Review Panel shall adopt
     such rules, procedures and interpretations of the Plan as
     it deems necessary or appropriate in carrying out its
     responsibilities under this Section 5.

(g)  Exhaustion of Remedies.  No legal action for benefits under
     the Plan shall be brought unless and until the claimant
     (1) has submitted a written application for benefits in
     accordance with Subsection (a) above, (2) has been notified
     by the Chair of the Committee that the application is
     denied, (3) has filed a written request for a review of the
     application in accordance with Subsection (d) above and
     (4) has been notified in writing that the Review Panel has
     affirmed the denial of the application; provided, however,
     that legal action may be brought after the Chair of the
     Committee or the Review Panel has failed to take any action
     on the claim within the time prescribed by Subsections (b)
     and (e) above, respectively.

SECTION 6.  AMENDMENT AND TERMINATION.

The Company expects to continue the Plan indefinitely.  Future
conditions, however, cannot be foreseen, and the Company shall
have the authority to amend or terminate the Plan at any time.
In the event of an amendment or termination of the Plan, a
Participant's benefits hereunder shall not be less than the
benefits to which the Participant would have been entitled if
his or her employment in the Affiliated Group had terminated
immediately prior to such amendment or termination.

SECTION 7.  EMPLOYMENT RIGHTS.

Nothing in the Plan shall be deemed to give any person a right
to remain in the employ of any Affiliated Group member or affect
the right of the Affiliated Group members to terminate such
person's employment with or without cause.

SECTION 8.  NO ASSIGNMENT.

The rights of any person to payments or benefits under the Plan
shall not be made subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors.  Any act in violation of
this Section 8, whether voluntary or involuntary, shall be void.

SECTION 9.  PLAN UNFUNDED.

Participants shall have the status of general unsecured
creditors of the Company.  The Plan constitutes a mere promise
by the Company to make benefit payments in the future.  It is
the Company's intent that the Plan be considered unfunded for
tax purposes and for purposes of Title I of ERISA.

SECTION 10.  CHOICE OF LAW.

The validity, interpretation, construction and performance of
the Plan shall be governed by ERISA and, to the extent they are
not preempted, by the laws of the State of California.

SECTION 11.  DEFINITIONS.

(a)  "Affiliated Group" means a group of one or more chains of
     corporations connected through stock ownership with the
     Company, if:

          (1)  Stock possessing at least 80% of the total
          combined voting power of all classes of stock entitled
          to vote or at least 80% of the total value of shares
          of all classes of stock of each of the corporations,
          except the Company, is owned by one or more of the
          other corporations; and

          (2)  The Company owns stock possessing at least 80% of
          the total combined voting power of all classes of
          stock entitled to vote or at least 80% of the total
          value of shares of all classes of stock of at least
          one of the other corporations excluding, in computing
          such voting power or value, stock owned directly by
          such other corporations.

     In addition, the term "Affiliated Group" includes any other
     entity which the Company has designated in writing as a
     member of the Affiliated Group for purposes of this Plan or
     the Retirement Plan.  An entity shall be considered a
     member of the Affiliated Group only with respect to periods
     for which such designation is in effect or during which the
     relationship described in Paragraphs (1) and (2) above
     exists.

(b)  "Code" means the Internal Revenue Code of 1986, as amended.

(c)  "Committee" means the Benefits Committee appointed by the
     Company's Board of Directors.

(d)  "Company" means APL Limited, a Delaware corporation.

(e)  "Deferred Compensation Plan" means the Deferred
     Compensation Plan of American President Companies, Ltd., as
     amended, the 1988 Deferred Compensation Plan of American
     President Companies, Ltd., as amended, the 1995 Deferred
     Compensation Plan of American President Companies, Ltd., as
     amended, the 1988 Deferred Compensation Plan of APL
     Limited: Pure Excess Deferral Plan, as amended, the 1988
     Deferred Compensation Plan of APL Limited: Regular Deferral
     Plan, as amended, the 1995 Deferred Compensation Plan of
     APL Limited: Pure Excess Deferral Plan, as amended, and the
     1995 Deferred Compensation Plan of APL Limited: Regular
     Deferral Plan.

(f)  "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

(g)  "Participant" means a participant in the Retirement Plan
     who participates in this Plan under Section 2.

(h)  "Plan" means this APL Limited Regular Excess-Benefit Plan.

(i)  "Retirement Plan" means the APL Limited Retirement Plan, as
     amended, or its successor.

SECTION 12.  EXECUTION.

To record this amendment and restatement of the Plan, the
Company has caused its duly authorized officer to affix the
corporate name hereto.


                         APL Limited
                         By:  /s/ Timothy J. Windle