APL Limited
         Regular 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 "Plan") and the APL Limited Pure
Excess Supplemental Executive Retirement Plan (the
"Pure Excess SERP").  This document constitutes an
amendment and restatement of the 1995 Supplemental
Executive Retirement 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 any
participant in the Retirement Plan who is employed by a
member of the Affiliated Group on or after January 1,
1995, and who meets one of the following criteria:

(a)  His or her benefits under the Retirement Plan are
     affected by the limitations imposed under section
     401(a)(17) or 415 of the Code;

(b)  His or her benefits under the Retirement Plan are
     affected by the exclusion of salaries and bonuses
     deferred under the Deferred Compensation Plan or
     the Stock Bonus Plan from the compensation taken
     into account in calculating such benefits; or

(c)  Both:

          (1)  His or her actual benefits under the
          Retirement Plan, at retirement, are lower
          than the benefits that he or she would have
          received had he or she separated from
          employment with the Affiliated Group as of
          December 31, 1992, absent the modification of
          the Retirement Plan's benefit formula that
          was adopted effective June 1, 1989; and

          (2)  His or her "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.

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 or the Stock Bonus 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 payment which would
          be payable to the Participant under the
          Retirement Plan 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 Participant's actual monthly benefit
          payment under the Retirement Plan; minus

          (3)  The Participant's actual monthly benefit
          payments, if any, under the APL Limited Pure
          Excess-Benefit Plan and the APL Limited
          Regular Excess-Benefit Plan, as amended.

     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 pment 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
     December 31, 1992.  The Retirement Plan's
     Actuarial Equivalency factors shall be used to
     make this comparison.

(b)  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 SERP and not this Plan.

(c)  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 (b), 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.

     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 SERP, but the full amount of any resulting
     increase shall be payable from this Plan, not the
     Pure Excess SERP.

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)  The Review Panel shall act on each request for a
     review within 60 days after receipt, unless
     special circumstances require further time for pro
     cessing 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 conidered 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 Supplemental
     Executive Retirement Plan.

(i)  "Pure Excess SERP" means the APL Limited Pure
     Excess Supplemental Executive Retirement Plan.

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

(k)  "Stock Bonus Plan" means the APL Limited 1995
     Stock Bonus Plan, as it may be amended, or its
     successor.

SECTION 12.  EXECUTION.

To record the 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