Employment Agreement - Apple Computer Inc. and Dr. Gilbert F. Amelio


                      Apple Computer, Inc.
                         1 Infinite Loop
                      Cupertino, CA  95014
                                
                                
                                
                                
Dr. Gilbert F. Amelio
13416 Middle Fork Lane
Los Altos Hills, CA  94022


                      Employment Agreement
                                
                                
Dear Dr. Amelio:

           The  following sets forth our agreement regarding the terms  and
provisions of your employment as an officer and employee of Apple Computer,
Inc.  (the  'Company') during the Term.  Capitalized words  which  are  not
otherwise defined herein shall have the meanings assigned to such words  in
Section 8 of this Agreement.

           1.    Term of Employment Under the Agreement.  The term of  your
employment under this Agreement (the 'Term') shall commence on February  2,
1996  (the 'Effective Date') and shall continue until the fifth anniversary
of  the  Effective Date.  For purposes of this Agreement,  'Contract  Year'
means each 12-month period during the term beginning on the Effective  Date
or  anniversary thereof, and 'Fiscal Year' means the Company's fiscal year.
Subject  to  the provisions of Section 5 below, either party may  terminate
the Term at any time.

           2.   Employment During the Term.  During the Term, you shall  be
employed  as  the Chairman and Chief Executive Officer of the  Company  and
shall  report  directly  to  the Board of Directors  of  the  Company  (the
'Board'),  and  your duties and responsibilities to the  Company  shall  be
consistent  in  all  respects with such positions.  During  the  Term,  the
Company  will  take  all  steps reasonably necessary  to  assure  that  you
continue  to  be  elected  or appointed to the  Board.   You  shall  devote
substantially  all  of your business time, attention,  skills  and  efforts
exclusively  to  the  business and affairs of the Company,  other  than  de
minimis  amounts of time devoted by you to the management of your  personal
finances  or to engaging in charitable or community services.   During  the
Term,  you shall be permitted to continue serving as a member of the boards
of  directors of the corporations on which you are serving as a director on
the  Effective  Date  (and on such other boards  of  directors  as  may  be
approved in writing from time to time by the Board) as long as such service
does not adversely affect the performance of your duties to the Company  as
contemplated  hereunder.  Your principal place of employment shall  be  the
executive offices of the Company as established from time to time, although
you  understand and agree that you will be required to travel from time  to
time for business purposes.
                                
                               23


          3.   Compensation During the Term.

           (a)   Base  Salary.   As compensation to you  for  all  services
rendered  to the Company and its subsidiaries, the Company will pay  you  a
base  salary (the 'Salary') at the rate of $990,000 per annum.  Your Salary
will  be  paid  to  you  in accordance with the Company's  regular  payroll
practices  applicable to its executive officers.  Your rate of Salary  will
be  reviewed annually by the Board and may be increased by the Board on the
basis of such review.

          (b)  Bonus.

          (i)  Annual Bonus.  You shall be eligible to earn an annual bonus
(the  'Annual Bonus') for each whole or partial Fiscal Year during the Term
consisting  of the sum of (i) the Component A Bonus (as defined below)  for
that Fiscal Year and (ii) the Component B Bonus (as defined below) for such
Fiscal  Year.   The Annual Bonus for each given Fiscal Year  will  be  paid
within  90  days following the end of the Fiscal Year to which such  Annual
Bonus  relates.   The 'Component A Bonus' shall be based upon  the  Company
achieving  one or more performance goals established in good faith  by  the
Compensation Committee of the Board (the 'Committee') and approved  by  the
Board  for  such Fiscal Year.  The performance goal or goals applicable  to
the  Component A Bonus for the Fiscal Year of the Company that includes the
Effective  Date will be established within 60 days following the  Effective
Date. The performance goals for the Component A Bonus for subsequent Fiscal
Years will be established, to the extent practicable, prior to the start of
the  applicable  Fiscal Year, but in no event later than 90 days  following
the commencement of the Fiscal Year.  The target amount of your Component A
Bonus for each 12-month Fiscal Year will equal 100% of your annual rate  of
Salary based upon the rate in effect on the first day of that Fiscal  Year.
The  target  amount  for any Fiscal Year of fewer than 12  months  will  be
prorated by multiplying the target amount determined in accordance with the
previous  sentence  by  a  fraction (in no event  greater  than  one),  the
numerator  of which is the number of days in such Fiscal Year in  the  Term
and  the  denominator  of  which is 365 ( the 'Proration  Fraction').   The
actual amount of the Component A Bonus paid to you for a given Fiscal  Year
(which,  for purposes of this Agreement, will be deemed earned  as  of  the
last  day of the applicable Fiscal Year) may range from 50% to 300% of  the
target  amount,  based  upon  a  performance schedule  established  by  the
Committee  for the applicable Fiscal Year and the relationship between  the
Company's actual performance for the Fiscal Year and the target performance
established  for  that  year  by the Committee (it  being  understood  that
payments  in excess of 200% of target will be made only for extraordinarily
good  corporate performance and payments of no Component A  Bonus  will  be
made  for  only  poor corporate performance); provided, however,  that  the
minimum Component A Bonus for the first Fiscal Year ending during the  Term
shall be 50% of the target amount for that Fiscal Year.  There shall be  no
minimum  guaranteed Component A Bonus for any Fiscal Year  other  than  the
first Fiscal Year ending during the Term.  The 'Component B Bonus' shall be
$1,000,000 for each Fiscal Year of the Company ending during the Term (and,
for purposes of this Agreement, will be deemed earned as of the last day of
the  applicable Fiscal Year ending during the Term).  In no event  may  the
sum  of  the Component B Bonuses paid for all Fiscal Years during the  Term
exceed  $5  million. In the event that the Company changes its Fiscal  Year
during  the  Term,  an  equitable adjustment shall be  made  to  the  bonus
arrangement which, in the reasonable good faith judgment of the  Committee,
preserves, to the extent practicable, the bonus opportunity (including  the
timing of payment of the Component B Bonuses) set forth above.

           (ii)  Signing  Bonus.  In addition to any amounts payable  under
Section  3(b)(i)  above, the Company will pay you as  soon  as  practicable
following the Effective Date a one-time signing bonus of $200,000.
                                
                               24


           (c)   Loan.    On or as soon as practicable after the  Effective
Date,  the  Company shall cause one of its subsidiaries (the  'Lender')  to
lend  you  the amount of $5,000,000 (the 'Loan').  The Loan shall initially
be  made  to  you on a fully recourse basis but shall, subject  to  Section
5(h),  become  nonrecourse (and thereafter remain nonrecourse)  as  to  the
portion  of  the principal amount of the Loan that is secured by collateral
with a value on the date such collateral is pledged by you equal to 125% of
the  outstanding  principal amount of the Loan.  To  the  extent  that  the
collateral  pledged  by you does not have a value  equal  to  125%  of  the
outstanding  principal amount of the Loan, the portion  of  the  Loan  that
shall be recourse shall be determined in accordance with the formula  [P  -
(C/1.25)],  where 'P' is the outstanding principal amount of the  Loan  and
'C' is the fair market value of all collateral securing the Loan determined
as  of  the  date such collateral is pledged.  The collateral that  may  be
pledged  by  you   to  secure the Loan shall consist of Performance  Shares
earned  by  you  and  such other collateral as the  Lender  may  reasonably
accept.  The Company agrees to release its security interest in Performance
Shares  prior to the full repayment of the Loan to the extent necessary  to
permit  you to sell such shares in order to pay the tax liability  incurred
by  you  in connection with your earning of the Performance Shares, to  pay
any  currently due interest on the Loan or to pay any outstanding principal
amount  of  the  Loan.  The Loan shall bear interest at  the  minimum  rate
necessary  to  avoid the imputation of interest under the  Code.   Interest
shall compound and be payable annually on each anniversary of the Effective
Date  and  on  the date of your termination or resignation  of  employment.
Twenty  per cent of the initial principal amount of the Loan shall  be  due
and  payable  on  each  of  the first through fifth  anniversaries  of  the
Effective  Date.  The entire principal amount of the Loan and  any  accrued
but  unpaid  interest on the Loan shall be immediately due and  payable  90
days  following the Date of Termination (as hereinafter defined).  You  may
prepay  some or all of the principal amount of the Loan and any portion  of
the accrued but unpaid interest on the Loan at any time without premium  or
penalty.  Repayments of principal and interest on the Loan shall be applied
ratably at the time of payment to the recourse and nonrecourse portions  of
the  Loan.  Following your termination or resignation of employment for any
reason,  the Company and the Lender shall have the unconditional  right  to
reduce  any  payments owed to you hereunder by the amount of  any  due  and
unpaid  principal and interest on the Loan and you hereby agree and consent
to such right on the part of the Company and the Lender.  As a condition to
making the Loan to you, you shall execute a promissory note in favor of the
Lender  and  any  other applicable Loan documentation consistent  with  the
terms of this Section 3(c) which is reasonably requested by the Lender.

           (d)   Benefits.   During  the Term, you  shall  be  eligible  to
participate  in all welfare and fringe benefit plans and arrangements  that
the  Company  provides to its executive employees in  accordance  with  the
terms  of such plans and arrangements, which shall be no less favorable  to
you,  in  the aggregate, than the terms and provisions available  to  other
executive  employees  of  the Company.  Subject  to  your  insurability  at
standard  commercial rates, in lieu of your participating in the  Company's
regular  life  insurance programs, the Company agrees to maintain  a  whole
life insurance policy for you during the Term with a death benefit equal to
5  times  your annual rate of Salary.  The whole life policy  shall  be  on
terms which are substantially similar to those applicable to the whole life
policy in effect with your prior employer (including the provisions thereof
applicable to the allocation of premiums on the policy between you and  the
Company).

          (e)  Expenses.  The Company will reimburse you in accordance with
its  regular  policies  and  practices  for  business  expenses  reasonably
incurred  by  you in connection with the performance of your  duties  under
this  Agreement, subject to your presentation of appropriate  documentation
of such expenses.

           (f)   Airplane Lease.  The Company agrees to lease your  current
airplane  for business purposes on terms which are commercially  reasonable
to you and the Company. The terms of such airplane lease will be negotiated
in  good faith by you and the Company after the Effective Date and will  be
memorialized in appropriate documentation.
                              25


           4.    Long-Term Incentive Compensation.  In order to align  your
interests  more  closely  with  those of the  Company's  stockholders,  the
Company   will   offer  the  following  long-term  incentive   compensation
arrangements to you, subject to the terms and conditions set forth below.

           (a)   Stock Option.  Subject to Section 4(c) below, as  soon  as
practicable  after  the  Effective Date, the  Company  will  grant  to  you
pursuant  to  the Apple Computer, Inc. 1990 Stock Option Plan (the  'Option
Plan')  a  stock option (the 'Option') covering 1,000,000 shares of  common
stock of the Company (the 'Common Stock').  The per share exercise price of
the Option shall be the fair market value of a share of Common Stock on the
day  before  the  date the Option is granted to you by  the  Committee,  as
determined  in  accordance with the provisions of  the  Option  Plan.   The
Option  shall  become vested and exercisable with respect  to  20%  of  the
shares  of Common Stock subject thereto on the Initial Vesting Date and  on
each  of  the  second  through fifth anniversaries of the  Effective  Date,
provided that you have remained in the continuous full-time employ  of  the
Company  through  each such vesting date and stockholder  approval  of  the
grant of the Option is obtained in accordance with Section 4(c) below.  The
Option  will be subject to the terms and provisions of the Option Plan  and
such  other  terms  consistent with the Option Plan as  the  Committee  may
specify and set forth in the applicable Option Agreement.

          (b)  Performance Shares.  (i)  Subject to Section 4(c) below, for
each Fiscal Year during the Term, you shall be afforded the opportunity  to
earn  the  Target Amount (as defined below) of shares of Common Stock  (the
'Performance  Shares'), subject to the Company's attaining the  performance
goal  or  goals established in good faith by the Committee and approved  by
the  Board  for  that  Fiscal  Year (hereinafter,  the  'Performance  Share
Arrangement').   The 'Target Amount' for each 12-month Fiscal  Year  during
the  Term shall be 200,000 shares of Common Stock.  The 'Target Amount' for
each  Fiscal  Year  of the Term of fewer than 12 months  shall  be  200,000
shares of Common Stock multiplied by the Proration Fraction.   In no  event
may you have the opportunity to earn more than 1,000,000 Performance Shares
during the Term.  The performance goal or goals for first Fiscal Year  will
be   established  within  60  days  following  the  Effective  Date.    The
performance goals for subsequent Fiscal Years will be established,  to  the
extent  practicable, prior to the start of the applicable Fiscal Year,  but
in no event later than 90 days following the start of the Fiscal Year.  The
performance  goal or goals established by the Committee for a given  Fiscal
Year  need not be the same goal or goals established by the Committee under
Section 3(b) above.  You may earn fewer than the full number of Performance
Shares  in a given year for performance that is below target for that  year
based  upon an award schedule established by the Committee at the  time  it
sets  the performance targets for the year.  In the event that the  Company
changes  its Fiscal Year during the Term, an equitable adjustment shall  be
made  to  the  Performance Share Arrangement which, in the reasonable  good
faith judgment of the Committee, preserves, to the extent practicable,  the
long-term incentive opportunity set forth above.

           (ii)  The Performance Shares earned by you for the first  Fiscal
Year  will  be  deemed  earned  on the Initial  Vesting  Date  (subject  to
applicable performance targets being achieved) and will be awarded  to  you
as  soon  as practicable following the Initial Vesting Date, provided  that
you have remained in the continuous full-time employ of the Company through
that  date.   The  Performance Shares for the second Fiscal  Year  will  be
awarded  to you on the Initial Vesting Date (provided you are then employed
by  the Company), but will be forfeited in whole or in part as of the  last
day of that Fiscal Year if the performance goal or goals applicable to that
year  are not achieved.  The Performance Shares for each subsequent  Fiscal
Year  will  be  awarded  to you as of the first  day  of  the  Fiscal  Year
(provided  you are then employed by the Company), but will be forfeited  in
whole  or in part as of the last day of that Fiscal Year if the performance
goal or goals applicable to that year are not achieved.  Performance Shares
will  not  be transferrable by you until they have been earned  by  you  in
accordance  with  the provisions of this Section 4(b).  Performance  Shares
awarded  for Fiscal Years during the Term other than the first Fiscal  Year
will  be issued in your name, but the share certificates representing  such
shares will be held by the Company or its agent until they have been earned
in  accordance with the provisions of this Section 4(b) and  will  bear  an
appropriate  legend  or  legends reflecting the transfer  restrictions  and
forfeiture provisions applicable thereto.
                               26


          (iii)     In the event of a Change in Control of the Company, the
Company   shall  make  equitable  adjustments  to  the  Performance   Share
Arrangement  in an manner intended to preserve the economic  value  of  the
arrangement;  provided, however, that, in the event  of  a  merger  of  the
Company with or into another corporation, such adjustment shall consist  of
a conversion of Performance Shares to be earned under the Performance Share
Arrangement into shares of the surviving corporation in accordance with the
exchange  ratio  approved by the Company's stockholders  and  an  equitable
adjustment  to  the  performance goals applicable to the Performance  Share
Arrangement.

           (c)  Stockholder Approval.  The grant of the Option is expressly
conditioned  upon the stockholders of the Company approving in  a  separate
vote  of  the  stockholders  at  the first annual  or  special  meeting  of
stockholders of the Company to occur after the Effective Date (i) the grant
of  the  Option and (ii) an amendment to the Option Plan to  permit  it  to
comply  with  the requirements of Section 162(m) of the Code applicable  to
qualified performance-based compensation.   If such stockholder approval is
not  obtained  in  the  manner contemplated by the previous  sentence,  the
Option  grant shall be void ab initio and of no further force  and  effect.
Similarly, the Performance Share Arrangement is expressly conditioned  upon
the  stockholders  of  the Company approving in  a  separate  vote  of  the
stockholders at the first annual or special meeting of stockholders of  the
Company to occur after the Effective Date the Performance Share Arrangement
and such additional terms as shall be necessary for the arrangement to meet
the  requirements  of  Section 162(m) of the Code applicable  to  qualified
performance-based  compensation.   If  such  stockholder  approval  is  not
obtained  in  the  manner  contemplated  by  the  previous  sentence,   any
outstanding  Performance  Shares shall be  immediately  forfeited  and  the
Performance  Share Arrangement shall be void ab initio and  of  no  further
force and effect.  If the stockholder approval contemplated by this Section
4(c) is not obtained, you and the Company agree to negotiate an alternative
long-term compensation arrangement to be submitted to stockholders  and  to
submit  such alternative long-term compensation arrangement to stockholders
as soon as reasonably practicable, and to repeat this process to the extent
necessary   until   an   alternative  long-term  compensation   arrangement
negotiated  by  you  and  the  Company  is  subsequently  approved  by  the
stockholders.  You and the Company agree to make a good faith and  diligent
effort to obtain the stockholder approval contemplated by this Section 4(c)
as soon as reasonably possible.  Anything in this Agreement to the contrary
notwithstanding,  the Company shall have no obligation to  call  a  special
meeting   of  stockholders  for  the  purpose  of  obtaining  any  approval
contemplated by this Section 4(c).

            (d)   Registration;  Reservation  of  Shares.   To  the  extent
practicable, the Company will undertake to register the Option, the  shares
of Common Stock underlying the Option and the Performance Shares on Form S-
8  under the Securities Act.  The previous sentence, however, shall not  in
any  way be construed as (i) prohibiting the Company from engaging  in  any
transaction  (including  a transaction that will  result  in  a  Change  in
Control), (ii) requiring the Company to file any reports under the Exchange
Act  or  to  maintain  its  registration under the  Exchange  Act  if  such
registration  is not otherwise required or (iii) requiring the registration
of  the  Option, the shares of Common Stock underlying the  Option  or  the
Performance  Shares  on Form S-8 (or any other form) if  Form  S-8  is  not
available  to the Company.  As soon as practicable following the  Effective
Date,  the  Company shall reserve for issuance 1,000,000 shares  of  Common
Stock  for  issuance under the Performance Share Arrangement.  As  soon  as
practicable  following the Effective Date, the Company  shall  reserve  for
issuance  1,000,000 shares of Common Stock for issuance  under  the  Option
Plan in connection with the grant of the Option.
                                
                               27


          5.   Effect of Termination of Employment.

           (a)  Right to Resign Following a Year One Change in Control.  In
the  event  of  a Year One Change in Control, you shall have the  right  to
resign  for any reason or for no stated reason during the Election  Window.
In  the  event  of such a resignation, the Company shall pay you  the  full
amount of the accrued but unpaid Salary you have earned through the Date of
Termination, plus a cash payment (calculated on the basis of your  rate  of
Salary  then  in effect) for all unused vacation time which  you  may  have
accrued as of the Date of Termination.  In addition, the Company shall  pay
you  on the Severance Payment Date an 'all in' cash lump sum payment of $10
million.   You will relinquish, as of the Date of Termination, the  Option,
all  rights  under  the Performance Share Arrangement and  any  outstanding
Performance  Shares  and the right to any additional payments  or  benefits
from  the Company under this Agreement.  The provisions of the Section 5(a)
shall  not  apply  if,  at  the time of your resignation,  the  Company  is
entitled to terminate your employment for Cause.

           (b)   Involuntary Termination Prior to the Initial Vesting Date.
In  the  event of your Involuntary Termination prior to the Initial Vesting
Date,  the Company shall pay you the full amount of the accrued but  unpaid
Salary you have earned through the Date of Termination, plus a cash payment
(calculated  on  the basis of your rate of Salary then in effect)  for  all
unused  vacation  time  which  you may have  accrued  as  of  the  Date  of
Termination.   In  addition, the Company shall pay  you  on  the  Severance
Payment  Date an 'all in' cash lump sum payment of $10 million.   You  will
relinquish as of the Date of Termination the Option, all rights  under  the
Performance  Share Arrangement and any outstanding Performance  Shares  and
the  right  to  any additional payments or benefits from the Company  under
this Agreement.

           (c)   Involuntary  Termination On or After the  Initial  Vesting
Date.   (i)   In the event of your Involuntary Termination on or after  the
Initial  Vesting  Date, the Company shall pay you the full  amount  of  the
accrued  but  unpaid  Salary  you have earned  through  the  date  of  such
Involuntary  Termination, plus a cash payment (calculated on the  basis  of
your rate of Salary then in effect) for all unused vacation time which  you
may  have  accrued as of the date of Involuntary Termination.  In addition,
the  Company  shall pay you on the Severance Payment Date a cash  lump  sum
amount  equal to the sum of (i) the Salary payable to you for the remaining
portion  of the Term and (ii) your annual rate of Salary (at the rate  then
in  effect) times the number of whole and partial Contract Years  remaining
in  the  Term. In the event of an Involuntary Termination on or  after  the
Initial Vesting Date, you will retain all Performance Shares that have been
earned  by you on or prior to the date of such Involuntary Termination  and
you  will  continue to have the opportunity to earn the Performance  Shares
for  the  Fiscal Year in which the Involuntary Termination  occurs  if  the
applicable  performance goals for that Fiscal Year are achieved;  provided,
however,  that, if your employment is Involuntarily Terminated  (i)  on  or
after  the  Initial Vesting Date and (ii) on or after a Change  in  Control
(other  than  a Year One Change in Control), then the number of Performance
Shares  you shall earn for the Fiscal Year in which the Date of Termination
occurs shall not be less than the Target Amount for that Fiscal Year (in no
event  greater than 200,000) multiplied by a fraction (in no event  greater
than one), the numerator of which is the number of days in such Fiscal Year
up to and including the Date of Termination and the denominator of which is
365  (the  'Change  in  Control Fraction').   All other  rights  under  the
Performance Share Arrangement and all other outstanding Performance  Shares
will  be  forfeited  as of the Date of Termination.  You  will  retain  the
portion  of  the  Option  that  has vested on  or  prior  to  the  Date  of
Termination.  In addition,  if your employment is Involuntarily  Terminated
(i)  on or after the Initial Vesting Date and (ii) on or after a Change  in
Control  (other than a Year One Change in Control), you shall also vest  in
an  additional portion of the Option on the Date of Termination  determined
by multiplying the number of shares of Common Stock in which the Option was
scheduled to vest on the anniversary of the Effective Date occurring on  or
immediately  following  the Date of Termination by the  Change  in  Control
Fraction.  The vested portion of the Option will remain exercisable for  90
days following the Date of Termination.  Any remaining unvested portion  of
the Option will be forfeited as of the Date of Termination.
                                
                               28


          (ii) In the event of your Involuntary Termination on or after the
Initial Vesting Date, you and your eligible dependents shall continue to be
eligible  to  participate  during  the  Benefit  Continuation  Period   (as
hereinafter  defined)  in the medical, dental, health  and  life  insurance
plans  applicable to you immediately prior to your Involuntary  Termination
on  the  same  terms and conditions in effect for you and  your  dependents
immediately  prior to such Involuntary Termination.  For  purposes  of  the
previous sentence, 'Benefit Continuation Period' means the period beginning
on  the date of Date of Termination and ending on the first anniversary  of
the  Date of Termination; provided, however, that your coverage under  such
plans  and  arrangements shall end on the date that you and your dependents
are  eligible  and elect coverage under the plans of a subsequent  employer
which provide substantially equivalent or greater benefits to you and  your
dependents.   Following  the end of the Benefit  Continuation  Period,  you
shall  be  eligible to elect any applicable 'continuation  coverage'  under
Section 4980B(f) of the Code as if the last day of the Benefit Continuation
Period  was  the  date  of your 'qualifying event'  for  such  continuation
coverage.

           (iii)     Except as otherwise provided in this Section 5(c),  as
of the Date of Termination, you will relinquish the right to any additional
payments or benefits from the Company under this Agreement.

           (d)  Termination for Cause; Resignation Without Good Reason.  In
the  event  you  resign without Good Reason or you are  terminated  by  the
Company  for Cause at any time during the Term, the Company shall  pay  you
the  full  amount of the accrued but unpaid Salary you have earned  through
the  Date  of Termination, plus a cash payment (calculated on the basis  of
your rate of Salary then in effect) for all unused vacation time which  you
may  have  accrued  as  of the Date of Termination.  You  will  immediately
forfeit  as  of  the Date of Termination the then unvested portion  of  the
Option,  all future rights under the Performance Share Arrangement and  any
outstanding Performance Shares that have not been earned as of the Date  of
Termination.  You will retain the portion of the Option that has vested  on
or  prior to the Date of Termination which will remain exercisable  for  90
days following the Date of Termination.  In addition, you shall immediately
relinquish  the  right  to any additional payments  or  benefits  from  the
Company under this Agreement.

           (e)   Death or Disability.  If your employment with the  Company
ends  as  a result of your death or Disability during the Term, the Company
shall  pay you (or, in the event of your death, your Beneficiary) the  full
amount  of  the accrued but unpaid base salary you have earned through  the
Date  of Termination, plus a cash payment (calculated on the basis of  your
rate  of Salary then in effect) for all unused vacation time which you  may
have accrued as of the Date of Termination.   In the event of your death or
Disability,  you  (or  in the event of your death, your  Beneficiary)  will
retain all Performance Shares that have been earned on or prior to the date
of  your  death or Disability and you (or in the event of your death,  your
Beneficiary) will continue to have the opportunity to earn the  Performance
Shares  for the Fiscal Year in which the Involuntary Termination occurs  if
the  applicable performance goals for that Fiscal Year are  achieved.   All
other  rights  under the Performance Share Arrangement  or  and  all  other
outstanding  Performance  Shares  will be  forfeited  as  of  the  Date  of
Termination.  You will retain the portion of the Option that has vested  on
or  prior  to  the  Date  of Termination which will remain  exercisable  in
accordance  with  the provisions of the Option Plan.  In addition,  in  the
event  of  your death, the Option will continue to vest in accordance  with
the provisions of the Option Plan during the six-month period beginning  on
the  date of your death.  Any remaining portion of the Option which has not
vested by the end of the period described in the previous sentence will  be
forfeited.  Except as otherwise provided in this Section 5(e),  as  of  the
Date  of  Termination,  you will relinquish the  right  to  any  additional
payments or benefits from the Company under this Agreement.
                                
                               29


           (f)   Date and Notice of Termination.  Any termination  of  your
employment  by the Company or by you during the Term shall be  communicated
by  a  notice  of  termination to the other party hereto  (the  'Notice  of
Termination').   The  Notice  of Termination shall  indicate  the  specific
termination provision in this Agreement relied upon and shall set forth  in
reasonable  detail the facts and circumstances claimed to provide  a  basis
for  termination of your employment under the provision so indicated.   The
date   of  your  termination  of  employment  with  the  Company  and   its
subsidiaries  (the 'Date of Termination') shall be determined  as  follows:
(i) if your employment is terminated for Disability, thirty (30) days after
a  Notice of Termination is delivered to you by the Company (provided  that
you  shall  not have returned to the full-time performance of  your  duties
during such thirty (30) day period),  (ii) if your employment is terminated
by  the  Company  in  an Involuntary Termination, the date  the  Notice  of
Termination is delivered to you by the Company, (iii) if your employment is
terminated  by  the  Company  for Cause, subject  to  the  applicable  cure
provisions,  the  date such notice is delivered to you by the  Company  and
(iv)  if  you  resign during the Election Window, the date  the  Notice  of
Termination  is  delivered to the Company by you.  If the  basis  for  your
Involuntary  Termination is your resignation for Good Reason, the  Date  of
Termination shall be, subject to the applicable cure provisions,  ten  (10)
days  after the date your Notice of Termination is delivered to the Company
by you.  The Date of Termination for a resignation of employment other than
for Good Reason other than during the Election Window shall be the date the
Notice  of  Termination is delivered to you by the Company.   The  Date  of
Termination in the event of your death shall be the date of your death.  If
your employment ends as a result of the expiration of the Term, the Date of
Termination shall be the last day of the Term.

           (g)   No Mitigation.  You shall not be required to mitigate  the
amount  of  any  payment provided for in this Agreement  by  seeking  other
employment  or  otherwise, nor shall the amount of any payment  or  benefit
provided for in this Agreement be reduced by any compensation earned by you
as the result of employment by another employer.

          (h)  Right of Setoff.  Anything in this Agreement to the contrary
notwithstanding,  upon your termination or resignation of  employment  with
the  Company  for any reason, the full amount of the outstanding  principal
and interest on the Loan shall become due and payable 90 days following the
applicable  Date of Termination, and the Company and the Lender shall  have
the right to apply any and all amounts payable to you under this Section  5
(or  otherwise payable to you under this Agreement) to the payment  of  the
full  amount  of the then outstanding principal and interest on  the  Loan.
You  hereby  consent  to such action by the Company and hereby  irrevocably
designate the Company as your agent for purposes of the Loan repayment  and
authorize  and  direct  the  Company  to  repay  the  Loan  in  the  manner
contemplated  by  this Section 5(h).  Any remaining amount  of  outstanding
principal and interest that is not paid in the manner contemplated by  this
Section  5(h) shall be due and payable by you within 90 days following  the
applicable Date of Termination.

          6.   Additional Payment.

           (a)   Gross-Up Payment.  Notwithstanding anything herein to  the
contrary,  if  it is determined that any Payment would be  subject  to  the
excise tax imposed by Section 4999 of the Code or any interest or penalties
with  respect  to  such  excise tax (such excise  tax,  together  with  any
interest  or penalties thereon, is herein referred to as an 'Excise  Tax'),
then  you shall be entitled to an additional payment (a 'Gross-Up Payment')
in  an  amount that will place you in the same after-tax economic  position
that  you  would  have enjoyed if the Excise Tax had  not  applied  to  the
Payment.   The  amount of the Gross-Up Payment shall be determined  by  the
Accounting Firm in accordance with the formula {(E  x (1 - M)/(1 - T)) - E}
(or such other formula as the Accounting  Firm deems appropriate which is 
intended to achieve the same result), where
                               30

     
          E    equals the Payments which are determined to be 'excess
               parachute payments' within the meaning of Section 280G(b)(1)
               of the Code;
     
          M    equals  the  sum  of the highest marginal rates1  for  Taxes
               applicable to you at the time of the Payment; and

          T    equals  M  plus  the  rate of Excise Tax applicable  to  the
               Payment.

            (b)   Determination  of  Gross-Up  Payment.   Subject  to   the
provisions of Section 5(c), all determinations required under this  Section
6,  including  whether a Gross-Up Payment is required, the  amount  of  the
Payments  constituting excess parachute payments, and  the  amount  of  the
Gross-Up Payment, shall be made by the Accounting Firm, which shall provide
detailed supporting calculations both to you and the Company within fifteen
days  of  the  Change in Control Date, your Date of Termination  after  the
Change in Control Date or any other date reasonably requested by you or the
Company  on  which  a determination under this Section 6  is  necessary  or
advisable.   The  Company  shall pay to you the  initial  Gross-Up  Payment
within  5  days  of  the receipt by you and the Company of  the  Accounting
Firm's determination.  If the Accounting Firm determines that no Excise Tax
is  payable by you, the Company shall cause the Accounting Firm to  provide
you  with  an  opinion  that the Accounting Firm has substantial  authority
under  the Code and Regulations not to report an Excise Tax on your federal
income  tax  return.   Any determination by the Accounting  Firm  shall  be
binding  upon  you  and the Company.  If the initial  Gross-Up  Payment  is
insufficient  to  cover  the amount of the Excise Tax  that  is  ultimately
determined  to be owing by you with respect to any Payment (hereinafter  an
'Underpayment'), the Company, after exhausting its remedies  under  Section
6(c)  below,  shall promptly pay to you an additional Gross-Up  Payment  in
respect of the Underpayment.

           (c)  Procedures.  You shall notify the Company in writing of any
claim  by  the Internal Revenue Service that, if successful, would  require
the  payment  by the Company of a Gross-Up Payment.  Such notice  shall  be
given as soon as practicable after you know of such claim and shall apprise
the  Company of the nature of the claim and the date on which the claim  is
requested  to be paid.  You agree not to pay the claim until the expiration
of  the  thirty-day  period following the date  on  which  you  notify  the
Company,  or such shorter period ending on the date the Taxes with  respect
to such claim are due (the 'Notice Period'). If the Company notifies you in
writing  prior  to the expiration of the Notice Period that it  desires  to
contest  the  claim,  you  shall:  (i) give  the  Company  any  information
reasonably requested by the Company relating to the claim; (ii)  take  such
action  in connection with the claim as the Company may reasonably request,
including, without limitation, accepting legal representation with  respect
to  such  claim  by  an attorney reasonably selected  by  the  Company  and
reasonably  acceptable to you; (iii) cooperate with  the  Company  in  good
faith  in  contesting the claim; and (iv) permit the Company to participate
in  any proceedings relating to the claim.  You shall permit the Company to
control all proceedings related to the claim and, at its option, permit the
Company to pursue or forgo any and all administrative appeals, proceedings,
hearings  and  conferences with the taxing authority  in  respect  of  such
claim.   If  requested  by the Company, you agree either  to  pay  the  tax
claimed and sue for a refund or contest the claim in any permissible manner
and  to prosecute such contest to a determination before any administrative
tribunal,  in a court of initial jurisdiction and in one or more  appellate
courts  as  the Company shall determine; provided, however,  that,  if  the
Company  directs  you  to pay such claim and pursue a refund,  the  Company
shall  advance  the  amount of such payment to  you  on  an  after-tax  and
interest-free basis (the 'Advance').  The Company's control of the  contest
related to the claim shall be limited to the issues related to the Gross-Up
Payment and you shall be entitled to settle or contest, as the case may be,
any other issues raised by the Internal Revenue Service or other
                                
                               31


taxing  authority.  If the Company does not notify you in writing prior  to
the  end  of  the  Notice Period of its desire to contest  the  claim,  the
Company shall pay to you an additional Gross-Up Payment in respect  of  the
excess parachute payments that are the subject of the claim, and you  agree
to pay the amount of the Excise Tax that is the subject of the claim to the
applicable taxing authority in accordance with applicable law.

           (d)   Repayments.  If, after receipt by you of an  Advance,  you
become entitled to a refund with respect to the claim to which such Advance
relates, you shall pay the Company the amount of the refund (together  with
any interest paid or credited thereon after Taxes applicable thereto).  If,
after  receipt by you of an Advance, a determination is made that you shall
not  be  entitled to any refund with respect to the claim and  the  Company
does not promptly notify you of its intent to contest the denial of refund,
then  the amount of the Advance shall not be required to be repaid  by  you
and  the  amount thereof shall offset the amount of the additional Gross-Up
Payment then owing to you.

           (e)   Further Assurances.  The Company shall indemnify  you  and
hold  you  harmless,  on  an  after-tax basis, from  any  costs,  expenses,
penalties, fines, interest or other liabilities ('Losses') incurred by  you
with respect to the exercise by the Company of any of its rights under this
Section  6,  including,  without limitation,  any  Losses  related  to  the
Company's  decision  to  contest a claim  or  any  imputed  income  to  you
resulting  from any Advance or action taken on your behalf by  the  Company
hereunder.   The  Company shall pay all legal fees  and  expenses  incurred
under  this  Section 6, and shall promptly reimburse you for the reasonable
expenses  incurred  by  you in connection with any  actions  taken  by  the
Company  or required to be taken by you hereunder.  The Company shall  also
pay all of the fees and expenses of the Accounting Firm, including, without
limitation,  the fees and expenses related to the opinion  referred  to  in
Section 6(b).

          7.   Successors; Binding Agreement; Attorneys Fees.

           (a)   Assumption  by Successor.  The Company  will  require  any
successor  (whether direct or indirect, by purchase, merger,  consolidation
or  otherwise) to all or substantially all of the business or assets of the
Company expressly to assume and to agree in writing, with a copy to you, to
perform  this Agreement in the same manner and to the same extent that  the
Company  would  be required to perform it if no such succession  had  taken
place; provided, however, that no such assumption shall relieve the Company
of  its  obligations hereunder.  As used in this Agreement,  the  'Company'
shall  mean  the Company as hereinbefore defined and any successor  to  its
business  and/or  assets as aforesaid which assumes and agrees  to  perform
this Agreement by operation of law or otherwise.

           (b)   Enforceability; Beneficiaries.  This  Agreement  shall  be
binding   upon  and  inure  to  the  benefit  of  you  (and  your  personal
representatives  and  heirs)  and the Company and  any  organization  which
succeeds  to  substantially all of the business or assets of  the  Company,
whether  by  means  of  merger,  consolidation,  acquisition  of   all   or
substantially  all  of  the assets of the Company or otherwise,  including,
without  limitation, as a result of a Change in Control or by operation  of
law.   This  Agreement shall inure to the benefit of and be enforceable  by
your   personal   or  legal  representatives,  executors,   administrators,
successors,   heirs,   distributees,  devisees  and   legatees   or   other
Beneficiary.  If you should die while any amount would still be payable  to
you  hereunder  if  you  had continued to live, all  such  amounts,  unless
otherwise  provided herein, shall be paid in accordance with the  terms  of
this Agreement to your Beneficiary.

           (c)  Attorney's Fees.  The Company will pay or reimburse you for
the  reasonable  attorneys  fees  and  expenses  incurred  by  you  in  the
negotiation of this Agreement in an amount not to exceed $5,000.

           8.   Definitions.  For purposes of this Agreement, the following
capitalized words shall have the meanings set forth below:
                               32


           'Accounting Firm' shall mean Ernst & Young or, if such  firm  is
unable  or  unwilling  to perform such calculations,  such  other  national
accounting  firm as shall be designated by agreement between  you  and  the
Company.

           'Beneficiary' shall mean the person or persons designated by you
in writing to receive any benefits payable to you hereunder in the event of
your  death  or,  if no such persons are so designated,  your  estate.   No
Beneficiary  designation shall be effective unless it  is  in  writing  and
received by the Company prior to the date of your death.

           'Cause'  shall mean a termination of your employment during  the
Term  which is a result of (i) your felony conviction or your plea  of  'no
contest'  to  a  felony,  (ii) your willful disclosure  of  material  trade
secrets  or other material confidential information related to the business
of  the  Company and its subsidiaries, or (iii) your willful and  continued
failure  substantially to perform your duties with the Company (other  than
any  such failure resulting from your incapacity due to physical or  mental
illness  or  any  such  actual  or anticipated  failure  resulting  from  a
resignation  by you for Good Reason) after a written demand for substantial
performance  is  delivered to you by the Board, which  demand  specifically
identifies  the  manner  in  which the Board believes  that  you  have  not
substantially  performed  your  duties,  and  which  performance   is   not
substantially corrected by you within 10 days of delivery of such demand to
you.    For purposes of the previous sentence, no act or failure to act  on
your part shall be deemed 'willful' unless done, or omitted to be done,  by
you  not  in good faith and without reasonable belief that your  action  or
omission  was  in  the  best interest of the Company.  Notwithstanding  the
foregoing, you shall not be deemed to have been terminated for Cause unless
and  until  there shall have been delivered to you a copy of  a  resolution
duly  adopted  by the Board at a meeting of the Board called and  held  for
such  purpose (after reasonable notice to you and an opportunity  for  you,
together with your counsel, to be heard before the Board), finding that  in
the  good  faith opinion of the Board you were guilty of conduct set  forth
above  in  clause (i), (ii) or (iii) of the first sentence of this  section
and specifying the particulars thereof in reasonable detail.

            'Change  in  Control' shall mean a change  in  control  of  the
Company  of  a nature that would be required to be reported in response  to
Item  6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act,  whether  or  not  the  Company is  then  subject  to  such  reporting
requirement;  provided, however, that, anything in this  Agreement  to  the
contrary  notwithstanding, a Change in Control  shall  be  deemed  to  have
occurred if:

          (i)  any individual, partnership, firm, corporation, association,
     trust,  unincorporated organization or other entity or person, or  any
     syndicate or group deemed to be a person under Section 14(d)(2) of the
     Exchange Act, is or becomes the 'beneficial owner' (as defined in Rule
     13d-3  of  the General Rules and Regulations under the Exchange  Act),
     directly or indirectly, of securities of the Company representing  30%
     or more of the combined voting power of the Company's then outstanding
     securities  entitled  to  vote in the election  of  directors  of  the
     Company;
     
           (ii)  during  any  period  of  two (2)  consecutive  years  (not
     including  any  period  prior  to the  execution  of  this  Agreement)
     individuals who at the beginning of such period constituted the  Board
     and  any new directors, whose election by the Board or nomination  for
     election  by the Company's stockholders was approved by a vote  of  at
     least a majority of the directors then still in office who either were
     directors  at  the  beginning  of the  period  or  whose  election  or
     nomination  for  election was previously so approved,  cease  for  any
     reason to constitute a majority thereof;
     
          (iii)     there occurs a reorganization, merger, consolidation or
     other  corporate  transaction involving the Company (a 'Transaction'),
     in  each  case, with respect to which the stockholders of the  Company
     immediately  prior to such Transaction do not, immediately  after  the
     Transaction, own more than 50 percent of the combined voting power  of
     the Company or other corporation resulting from such Transaction;
                               33

     
           (iv)  all or substantially all of the assets of the Company  are
     sold, liquidated or distributed.
     
           'Change in Control Date' shall mean the date on which the Change
in Control occurs.

           'Code' shall mean the Internal Revenue Code of 1986, as amended,
and any successor provisions thereto.

           'Disability' shall mean (i) your incapacity due to  physical  or
mental illness which causes you to be absent from the full-time performance
of  your  duties with the Company for six (6) consecutive months, and  (ii)
your  failure  to return to full-time performance of your  duties  for  the
Company within thirty (30) days after written Notice of Termination due  to
Disability  is  given  to you.  Any question as to the  existence  of  your
Disability  upon which you and the Company cannot agree shall be determined
by a qualified independent physician selected by you (or, if you are unable
to make such selection, such selection shall be made by any adult member of
your immediate family), and approved by the Company.  The determination  of
such physician made in writing to the Company and to you shall be final and
conclusive for all purposes of this Agreement.

           'Election Window' shall mean the thirty-day period beginning 180
days following the Change in Control Date applicable to the Year One Change
in Control.

          'Exchange Act' shall mean the Securities Exchange Act of 1934, as
amended, and any successor provisions thereto.

           'Good Reason' shall mean a resignation of your employment during
the  Term  as  a  result  of any of the following:  (i)  a  meaningful  and
detrimental  alteration  in  your  position,  titles,  responsibilities  or
reporting  responsibilities from that contemplated  under  this  Agreement;
provided, however, that a change in your position, titles, responsibilities
or  reporting responsibilities as a result of or in connection with a  Year
One  Change  in  Control shall not constitute an event of Good  Reason  for
purposes  of this Agreement; (ii) the failure of the Company to  obtain  an
agreement  reasonably satisfactory to you from any successor to assume  and
agree to perform this Agreement, as contemplated in Section 7(a) hereof; or
(iii)  the  reduction by the Company in your annual rate of Salary  or  the
failure  of  the Company to pay you in the time and manner contemplated  by
Section  3(b)  above any Component A Bonus or Component B Bonus  earned  by
you;  or (iv) the failure of the Company to grant you the Option or to  pay
you  any  Performance  Shares earned by you, in each case,  in  the  manner
contemplated by Section 4 above; provided, however, that the failure of the
stockholders of the Company to approve the Option grant or the  Performance
Share  Arrangement shall in no event constitute Good Reason hereunder;  and
provided  further,  that  an event described in  this  sentence  shall  not
constitute  Good Reason unless it is communicated by you to the Company  in
writing  within thirty days of the date you know or have reason to know  of
such  event  and  is  not corrected by the Company in  a  manner  which  is
reasonably satisfactory to you (including full retroactive correction  with
respect to any monetary matter) within 10 days of the date of your delivery
of such written notice to the Company.

          'Initial Vesting Date' shall mean the following:

          1.   In  the  event  a  Year  One Change in Control  occurs,  the
               earlier  to  occur  of (i) the expiration  of  the  Election
               Window  and (ii) 18 months after the Effective Date, but  in
               no   event  prior  to  the  later  to  occur  of  the  first
               anniversary  of  the  Effective Date and  the  date  of  the
               stockholder  approval contemplated by Section  4(c)  hereof;
               and

          2.   In  the  event a Year One Change in Control does not  occur,
               the later of (i) first anniversary of the Effective Date and
               (ii)  the  date of the stockholder approval contemplated  by
               Section 4(c) hereof.
                               34


           'Involuntary  Termination' shall mean (i)  your  termination  of
employment  by  the Company and its subsidiaries other than  for  Cause  or
Disability or (ii) your resignation of employment with the Company and  its
subsidiaries for Good Reason.

           'Payment'  means (i) any amount due or paid to  you  under  this
Agreement,  (ii)  any  amount that is due or paid to you  under  any  plan,
program  or  arrangement  of the Company and its  subsidiaries  (including,
without  limitation, under the equity plans of the Company), and (iii)  any
amount  or  benefit that is due or payable to you under this  Agreement  or
under  any plan, program or arrangement of the Company and its subsidiaries
not otherwise covered under clause (i) or (ii) hereof which must reasonably
be taken into account under Section 280G of the Code and the Regulations in
determining  the  amount  of  the 'parachute  payments'  received  by  you,
including, without limitation, any amounts which must be taken into account
under  the Code and Regulations as a result of (A) the acceleration of  the
vesting  of  any  option, restricted stock or other  equity  award  granted
hereunder or under any equity plan of the Company, (B) the acceleration  of
the  time at which any payment or benefit is receivable by you or  (C)  any
contingent severance or other amounts that are payable to you.

           'Regulations'  shall  mean  the proposed,  temporary  and  final
regulations  under  Section  280G of the Code or  any  successor  provision
thereto.

           'Securities  Act'  shall mean the Securities  Act  of  1933,  as
amended, and any successor provisions thereto.

           'Severance Payment Date' shall mean five business days following
the  later to occur of (i) the Date of Termination applicable under Section
5(a),  5(b)  or  5(c),  as  the case may be, and (ii)  the  date  that  all
outstanding principal and interest on the Loan has been repaid in full.

           'Taxes' shall mean the federal, state and local income taxes  to
which you are subject at the time of determination, calculated on the basis
of  the  highest marginal rates then in effect, plus any additional payroll
or withholding taxes to which you are then subject.

           'Year  One  Change  in Control' shall mean a Change  in  Control
occurring on or prior to the first anniversary of the Effective Date.

           9.   Notice.  For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall  be deemed to have been duly given when delivered or mailed by United
States   registered  mail,  return  receipt  requested,  postage   prepaid,
addressed to the Board of Directors, Apple Computer, Inc., 1 Infinite Loop,
M/S:  381, Cupertino, CA  95401, with a copy to the General Counsel of  the
Company,  or  to  you at the address set forth on the first  page  of  this
Agreement  or  to such other address as either party may have furnished  to
the  other in writing in accordance herewith, except that notice of  change
of address shall be effective only upon receipt.

          10.  Miscellaneous.

           (a)   Amendments, Waivers, Etc.   No provision of this Agreement
may  be modified, waived or discharged unless such waiver, modification  or
discharge is agreed to in writing.  No waiver by either party hereto at any
time  of  any breach by the other party hereto of, or compliance with,  any
condition  or  provision of this Agreement to be performed  by  such  other
party  shall  be  deemed  a waiver of similar or dissimilar  provisions  or
conditions  at the same or at any prior or subsequent time.  No  agreements
or  representations, oral or otherwise, express or implied, with respect to
the  subject  matter hereof have been made by either party  which  are  not
expressly  set  forth in this Agreement and this Agreement shall  supersede
all   prior  agreements,  negotiations,  correspondence,  undertakings  and
communications of the parties, oral or written, with respect to the subject
matter hereof.
                               35


           (b)   Validity.   The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or enforceability
of  any other provision of this Agreement, which shall remain in full force
and effect.

           (c)   Representation.  You hereby represent and warrant  to  the
Company  that  the execution and delivery by you of this Agreement  to  the
Company   will  not  breach  the  terms  of  any  contract,  agreement   or
understanding to which you are a party.  You further acknowledge and  agree
that  a  breach  of this representation by you shall render this  Agreement
void ab initio and of no further force and effect.

           (d)   Counterparts.  This Agreement may be executed  in  several
counterparts, each of which shall be deemed to be an original  but  all  of
which together will constitute one and the same instrument.

          (e)  Withholding.  Amounts paid to you hereunder shall be subject
to all applicable federal, state and local wage withholding.

           (f)   Source  of  Payments.  All payments  provided  under  this
Agreement  (other  than  payments made pursuant to a  plan  which  provides
otherwise or as otherwise expressly provided hereunder), shall be  paid  in
cash from the general funds of the Company, and no special or separate fund
shall  be  established, and no other segregation of assets made, to  assure
payment.  You will have no right, title or interest whatsoever in or to any
investments which the Company may make to aid it in meeting its obligations
hereunder.   To  the  extent that any person acquires a  right  to  receive
payments  from the Company hereunder, such right shall be no  greater  than
the right of an unsecured creditor of the Company.

           (g)   Headings.   The headings contained in this  Agreement  are
intended  solely  for  convenience of reference and shall  not  affect  the
rights of the parties to this Agreement.

          (h)  Arbitration and Expenses.  Any controversy or claims arising
out  of or relating to this Agreement or the breach of this Agreement  that
cannot be resolved by you and the Company, including any dispute as to  the
calculation of your benefits or any payments hereunder, shall be  submitted
to  arbitration  in  San Francisco under the supervision  of  the  American
Arbitration  Association ('AAA') by one arbitrator to be mutually  selected
by  the  Company and you, with the AAA to appoint an arbitrator experienced
in  the  resolution of executive employment disputes in the event that  the
parties  are  unable  to  agree on the selection  of  an  arbitrator.   The
proceedings  at  arbitration shall be confidential, and all  documents  and
other information relating to the arbitration shall not be disclosed to any
third  party except as required by law.  The award of the arbitrator  shall
be final and conclusive upon the parties, and the parties shall not contest
or  seek relief from the award in any court.  Judgment upon the arbitration
award  may  be  rendered  in  any  court having  jurisdiction  thereof,  or
application  may  be made to such court for a judicial  acceptance  of  the
award  and an order of enforcement, as the case may be.  The Company  shall
pay or reimburse you for any and all costs and expenses reasonably incurred
by  you  (including  arbitration costs and  legal  fees  and  expenses)  in
clarifying or enforcing your rights under this Agreement if you prevail  on
the  merits  of the claim in respect of which such legal fees and  expenses
are  incurred, and you shall pay or reimburse the Company for any  and  all
costs   and   expenses  reasonably  incurred  by  the  Company   (including
arbitration  costs and legal fees and expenses) in clarifying or  enforcing
its  rights under this Agreement if the Company prevails on the  merits  of
the claim in respect of which such legal fees and expenses are incurred.

           (i)  Governing Law.  The validity, interpretation, construction,
and  performance  of this Agreement shall be governed by the  laws  of  the
State  of California applicable to contracts entered into and performed  in
such State.
                                
                               36

                                
                    *       *      *       *
           If  this  letter sets forth our agreement on the subject  matter
hereof,  kindly sign and return to the Company the enclosed  copy  of  this
letter which will then constitute our agreement on this subject.

                                        Sincerely,

                                   APPLE COMPUTER, INC.



                                   By:  /s/ A.C. Markkula, Jr.



Agreed to as of this 28th day of February, 1996.

_/s/ G.F. Amelio___
Gilbert F. Amelio
                                
                                
                               37