1988 DEFERRED COMPENSATION PLAN OF
            APL LIMITED:  PURE EXCESS DEFERRAL PLAN


     SECTION 1.     ESTABLISHMENT AND PURPOSE.

     The 1988 Deferred Compensation Plan was adopted by
the Board on November 29, 1988.  The 1988 Deferred
Compensation Plan was amended, effective November 9,
1996, to form two plans:  the 1988 Deferred
Compensation Plan of APL Limited: Pure Excess Deferral
Plan (the "Plan") and the 1988 Deferred Compensation
Plan of APL Limited: Regular Deferral Plan (the
"Regular Deferral Plan").  This document constitutes
the Plan, as adopted.  The Plan is intended to provide
certain Executives with an opportunity to defer payment
of their salaries.  In addition, the Plan provides for
matching contributions by the Company.  It is expected
that the Plan will assist the Company in attracting and
retaining Executives of outstanding achievement and
ability.

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

     SECTION 2.     DEFINITIONS.

     Except as follows, the terms of Section 2 of this
Plan are the same as the terms of Section 2 of the
Regular Deferral Plan:

     (a)  "Plan" means this 1988 Deferred Compensation
Plan of APL Limited: Pure Excess Deferral Plan, as
amended from time to time.

     (b)  "Regular Deferral Plan" means the 1988
Deferred Compensation Plan of APL Limited: Regular
Deferral Plan, as amended from time to time.

     SECTION 3.  ELIGIBILITY.

     The terms of Section 3 of this Plan are the same
as the terms of Section 3 of the Regular Deferral Plan.

     SECTION 4.     ELECTION TO PARTICIPATE IN PLAN.

     The terms of Section 4 of this Plan are the same
as the terms of Section 4 of the Regular Deferral Plan,
except that no deferrals of Bonus Awards may be made
under this Plan and a deferral from Base Salary may be
made under this Plan only in accordance with the
following sentence.  Deferrals from Base Salary made
pursuant to the provisions of Section 4 of the Regular
Deferral Plan shall be deemed made under this Plan, and
not the Regular Deferral Plan, to the extent that such
deferrals come from Base Salary in excess of the
Compensation Limit but not in excess of the maximum
deferral percentage permitted under the terms of the
Profit-Sharing Plan or Thrift Plan (as applicable).  No
other deferrals from Base Salary may be made under this
Plan.

     SECTION 5.     MATCHING CONTRIBUTIONS.

     The terms of Section 5 of this Plan are the same
as the terms of Section 5 of the Regular Deferral Plan,
except that a matching contribution shall be credited
under this Plan only in accordance with the following
sentence.  A matching contribution credited pursuant to
the provisions of Section 5 of the Regular Deferral
Plan shall be credited under this Plan, and not under
the Regular Deferral Plan, to the extent that such
matching contribution relates to deferrals from Base
Salary in excess of the Compensation Limit.  No other
matching contributions shall be credited under this
Plan.

     SECTION 6.  ESTABLISHMENT OF DEFERRAL ACCOUNTS.

     The terms of Section 6 of this Plan are the same
as the terms of Section 6 of the Regular Deferral Plan,
except that no amount shall be credited to a Deferral
Account under this Plan with respect to the deferral of
Bonus Awards.

     SECTION 7.     INTEREST CREDITS AND DISTRIBUTION
EVENTS.

     The terms of Section 7 of this Plan are the same
as the terms of Section 7 of the Regular Deferral Plan,
except that references to Bonus Awards are inapplicable
to this Plan.

     SECTION 8.     FORM AND TIME OF PAYMENT OF
ACCOUNTS.

     The terms of Section 8 of this Plan are the same
as the terms of Section 8 of the Regular Deferral Plan,
except that the reference in Subsection (c) to the
"Pure Excess Deferral Plan" shall read in this Plan as
a reference to the "Regular Deferral Plan."

     SECTION 9.     NONASSIGNABILITY OF INTERESTS.

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

     SECTION 10.    LIMITATION OF RIGHTS.

     The terms of Section 10 of this Plan are the same
as the terms of Section 10 of the Regular Deferral
Plan, except that references to the deferral of Bonus
Awards are inapplicable to this Plan.

     SECTION 11.    ADMINISTRATION OF THE PLAN.

     The terms of Section 11 of this Plan are the same
as the terms of Section 11 of the Regular Deferral
Plan.

     SECTION 12.    CLAIMS AND INQUIRIES.

     The terms of Section 12 of this Plan are the same
as the terms of Section 12 of the Regular Deferral
Plan.

                    SECTION 13.    MISCELLANEOUS
                    PROVISIONS.

     The terms of Section 13 of this Plan are the same
as the terms of Section 13 of the Regular Deferral
Plan, except that references to Bonus Awards are
inapplicable to this Plan.

     SECTION 14.    AMENDMENT OR TERMINATION OF THE
PLAN.

     The terms of Section 14 of this Plan are the same
as the terms of Section 14 of the Regular Deferral
Plan.

     SECTION 15.    CHOICE OF LAW.

     The terms of Section 15 of this Plan are the same
as the terms of Section 15 of the Regular Deferral
Plan.

     SECTION 16.    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
                                  
                                  Its: Assistant Secretary