Retention Agreement - Apple Computer Inc. and Fred D. Anderson Jr.


                                                              March 4, 1996
Fred D. Anderson, Jr.
114 Old Chester Road
Essex Fells, NJ  07021

                     Retention Agreement
                              
                              
Dear Fred:

           Apple Computer, Inc., a California corporation  (the 'Company'),
considers  it essential to the best interests of its stockholders  to  take
reasonable steps to retain key management personnel.  Further, the Board of
Directors of the Company (the 'Board') recognizes that the uncertainty  and
questions which might arise among management in the context of a change  in
control  of  the  Company could result in the departure or  distraction  of
management personnel to the detriment of the Company and its stockholders.

           The  Board  has  determined, therefore, that  appropriate  steps
should  be  taken  to reinforce and encourage the continued  attention  and
dedication   of  members  of  the  management  of  the  Company   and   its
subsidiaries,   including  yourself,  to  their  assigned  duties   without
distraction  in  the  face of potentially disturbing circumstances  arising
from any possible change in control of the Company.

           In  order to induce you to remain in the employ of the  Company,
the  Company  has  determined  to enter into this  letter  agreement  (this
'Agreement') which addresses the terms and conditions of your employment in
the  event of a change in control of the Company.  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 shall commence on the Change  in  Control
Date  and  shall  continue until the second anniversary of  the  Change  in
Control Date (the 'Term').

           2.   Employment During the Term.  During the Term, the following
terms and conditions shall apply to your employment with the Company:

          (a)  Titles; Reporting and Duties.  Your position, titles, nature
and  status of responsibilities and reporting obligations shall be no  less
favorable  to  you  than those that you enjoyed immediately  prior  to  the
Change in Control Date.

           (b)   Salary  and  Bonus.   Your base salary  and  annual  bonus
opportunity  may not be reduced, and your base salary shall be periodically
reviewed and increased in the manner commensurate with increases awarded to
other similarly situated executives of the Company.

            (c)    Incentive  Compensation.   You  shall  be  eligible   to
participate in each long-term incentive plan or arrangement established  by
the  Company for its executive employees, in accordance with the terms  and
provisions of such plan or arrangement and at a level consistent  with  the
Company's practices applicable to you prior to the Change in Control Date.
                             48


           (d)   Benefits.   You  shall be eligible to participate  in  all
pension, 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.

           (e)  Location.  You will continue to be employed at the business
location at which you were employed prior to the Change in Control Date and
the  amount  of time that you are required to travel for business  purposes
will  not  be  increased  in any significant respect  from  the  amount  of
business travel required of you prior to the Change in Control Date.

          3.   Involuntary Termination During the Term.

           (a)   Severance  Payment.   In the  event  of  your  Involuntary
Termination during the Term, the Company shall pay you within 5 days of the
date  of  such  Involuntary Termination the full amount of any  earned  but
unpaid base salary through the Date of Termination at the rate in effect at
the  time of the Notice of Termination, plus a cash payment (calculated  on
the  basis of your Reference Salary) for all unused vacation time which you
may have accrued as of the Date of Termination.  The Company shall also pay
you  within  5  days of the Date of Termination a pro rata portion  of  the
annual  bonus  for  the year in which your Involuntary Termination  occurs,
calculated  on  the basis of your target bonus for that  year  and  on  the
assumption that all performance targets have been or will be achieved.   In
addition,  the  Company shall pay you in a cash lump  sum,  within  8  days
following the date of your execution of the release described in  the  last
sentence of this Section 3(a) (or on the Date of Termination, if later), an
amount  (the  'Severance Payment') equal to the sum of (i) two  times  your
Reference  Salary and (ii) one times your Reference Bonus.   The  Severance
Payment  shall  be in lieu of any other severance payments  which  you  are
entitled  to  receive  under any other severance pay  plan  or  arrangement
sponsored by the Company and its subsidiaries.  Your right to the Severance
Payment  shall be conditioned upon your execution of a release in favor  of
the  Company  in  substantially the form of the release  required  for  the
receipt of severance payments under the Severance Plan (as in effect on the
date  of  this Agreement) which is not revoked by you within the  seven-day
revocation period specified therein.

            (b)   Benefit  Payment.   In  the  event  of  your  Involuntary
Termination  during  the  Term,  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,  life  and
other  fringe benefit plans and arrangements 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 Termination and ending on
the  earlier  to  occur  of  (i) the second  anniversary  of  the  Date  of
Termination and (ii) 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.

           (c)   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 given (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,  five (5) days  after  the  date  the  Notice  of
Termination  is received by you and (iii) if your employment is  terminated
by the Company for Cause, the later of the  date specified in the Notice of
                             49


Termination or ten (10) days following the date such notice is received  by
you.  If the basis  for your Involuntary  Termination  is  your resignation 
for Good Reason, the Date of  Termination shall  be  ten  (10)  days  after 
the date your  Notice  of  Termination  is received  by  the Company.   The 
Date of Termination for a  resignation  of  employment  other than for Good 
Reason shall be  the date set forth  in  the applicable notice, which shall 
be no earlier than ten (10) days after  the date such notice is received by 
the Company.

           (d)   No  Mitigation or Offset.  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 or by pension
benefits  paid  by  the  Company or another  employer  after  the  Date  of
Termination or otherwise except as specifically provided in clause (ii)  of
the last sentence of Section 3(b).

          4.   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

          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 ratesTo be
               expressed in up to three decimal places.  For example, a
               combined federal, state and local marginal rate of 56% would
               be expressed as .560. 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.

No  Gross-Up  Payments shall be payable hereunder if  the  Accounting  Firm
determines that the Payments are not subject to an Excise Tax.

            (b)   Determination  of  Gross-Up  Payment.   Subject  to   the
provisions of Section 4(c), all determinations required under this  Section
4,  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 or any  other
date  reasonably  requested by you or the Company on which a  determination
under  this Section 4 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 
                             50


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 4(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  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  4,  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 4, 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 4(b).
                             51


           (f)   Combined  Payments.   Anything in this Section  4  to  the
contrary notwithstanding, the Company shall have no obligation to pay you a
required  Gross-Up Payment under this Section 4 if the aggregate amount  of
all  Combined  Payments has at the time such payment is  due  exceeded  the
Limit.   If  the amount of a Gross-Up Payment to you under this  Section  4
would  result  in  the Combined Payments exceeding the Limit,  the  Company
shall  pay you only the portion, if any, of the Gross-Up Payment which  can
be  paid  to  you  without  causing the aggregate amount  of  all  Combined
Payments to exceed the Limit. In the event that you are entitled to a Gross-
Up  Payment under this Section 4 and other employees or former employees of
the  Company are also entitled to gross-up payments under the corresponding
provisions of the applicable Combined Arrangements and the aggregate amount
of  all  such  payments would cause the Limit on Combined  Payments  to  be
exceeded,  the Company shall allocate the amount of the reduction necessary
to comply with the Limit among all such payments in the proportion that the
amount  of each such gross-up payment bears to the aggregate amount of  all
such payments.  Nothing in this Section 4(f) shall require you to repay  to
the  Company any amount that was previously paid to you under this  Section
4.

          5.   Other Provisions.

           (a)   Vesting  and Exercise.  All Equity Awards granted  to  you
under  the Equity Plans (including Short-Term Awards) shall vest and become
exercisable  in the event of your Involuntary Termination on  or  following
the Change in Control Date.  If you are employed by the Company on the date
of  the  Equity  Plan Change in Control, your Equity Awards will  vest  and
become exercisable as of such date.

           (b)  Effect of 30-Day Alternative.  In accordance with the terms
of  the  Equity Plans, upon an Equity Plan Change in Control, Equity Awards
which are options or stock appreciation rights are 'cashed out,' unless the
Administrator in its discretion determines not to do so.  In the event that
the   Administrator  elects  not  to  cash  out  such  Equity  Awards,  the
Administrator has the discretion in the context of a merger or sale of  all
or  substantially all of the assets of the Company either (i) to cause such
Equity  Awards to be assumed or an equivalent option or stock  appreciation
right  granted by the successor corporation to the Company or a  parent  or
subsidiary  of  such successor corporation, or (ii) to  provide  that  your
Equity Awards will remain outstanding for a thirty-day period beginning  on
the  date that you are so notified of such action by the Administrator  and
that such Equity Awards will expire to the extent not exercised at the  end
of such thirty-day period (the '30-Day Alternative').  If the Administrator
determines  to  utilize the 30-Day Alternative, the Company shall  pay  you
with  respect to each such Equity Award the excess, if any (the 'Additional
Amount'),  of the Change in Control Price you would have received  had  the
Equity  Award  been  cashed out on the date of the Equity  Plan  Change  in
Control  over the value of the consideration actually received  by  you  in
settlement of such awards (determined as of the date such consideration  is
received by you).  Further, in the event of your Involuntary Termination on
or  after  the Change in Control Date but on or prior to the  date  of  the
Equity  Plan  Change in Control, the Company shall pay you  the  Additional
Amount  as if your employment had continued through the date of the  Equity
Plan  Change  in  Control.  In either case, the payment of  the  Additional
Amount  shall  be  made  within 5 days following the determination  by  the
Administrator of the Change in Control Price.

           (c)   Short-Term Awards.  In the event that (i) the  transaction
resulting in an Equity Plan Change in Control occurs at such a time  or  is
structured  in  such a manner so as to make it reasonably likely  that  you
would  be subject to actual or potential liability for short-swing  profits
under  Section  16 of the Exchange Act ('Short-Swing Profit Liability')  if
you  were to exercise, tender, sell or otherwise dispose (including through
a  merger)  of  your  Short-Term Awards as  part  of,  or  prior  to,  such
transaction and (ii) your inability to exercise, tender, sell or  otherwise
dispose  of  your Short-Term Awards on or prior to the date of such  Equity
Plan  Change in Control eliminates or reduces the value of some or  all  of
your  Short-Term  Awards, then, on the date of the Equity  Plan  Change  in
Control,  the  Company  shall pay you in a cash  lump  sum  the  amount  of
 .   The  provisions of clause (ii) of the previous sentence shall be deemed
to apply where (a) you are precluded from exercising,
                             52


tendering or otherwise disposing of your Short-Term Awards on or  prior  to
the Transaction Date in order to avoid Short-Swing Profit Liability, (b)  a
Short-Term  Award  cannot be repurchased, exchanged or  cashed-out  by  the
Company  (or  other person) on or prior to the Transaction Date  without  a
risk  of  Short-Swing Profit Liability to you, or (c) you are  required  to
delay  the  exercise, sale, tender, or other disposition of your Short-Term
Awards  in  order  to  avoid Short-Swing Profit Liability  and  such  delay
results  in your receiving consideration for your Short-Term Awards (valued
at  the date such consideration is received) which is of lesser value  than
the  consideration you would have received (valued as of the  date  of  the
Equity Plan Change in Control) for such awards had such delay not occurred.
The  foregoing provisions shall apply to your Equity Awards notwithstanding
your Involuntary Termination of employment with the Company on or after the
Change in Control Date but prior to the Equity Plan Change in Control.  The
provisions of this Section 5(c) shall not apply if (A) prior to the  Equity
Plan  Change  in Control, the Company provides you at its expense  with  an
opinion  from  a nationally recognized firm of attorneys stating  that  the
exercise,  tender, sale or other disposition of your Short-Term  Awards  as
part  of, or prior to, the transaction resulting in the Equity Plan  Change
in  Control  will not subject you to Short-Swing Profit Liability  and  (B)
following your receipt of such opinion there is sufficient time for you  to
exercise, tender, sell or otherwise dispose of your Short-Term Awards on or
prior  to  the  Equity Plan Change in Control without impairing  the  value
thereof.

           (d)   General.   Anything  in  this Agreement  to  the  contrary
notwithstanding,   in  no  event  shall  the  vesting  and   exercisability
provisions applicable to you under the terms of your Equity Awards be  less
favorable to you then the terms and provisions of such awards in effect  on
the date hereof.

          6.   Legal Fees and Expenses.  The Company shall pay or reimburse
you  on  an after-tax basis for all costs and expenses (including,  without
limitation,  court  costs  and reasonable legal  fees  and  expenses  which
reflect  common practice with respect to the matters involved) incurred  by
you  as a result of any claim, action or proceeding (i) arising out of your
termination  of employment during the Term, (ii) contesting,  disputing  or
enforcing any right, benefits or obligations under this Agreement or  (iii)
arising  out of or challenging the validity, advisability or enforceability
of  this  Agreement or any provision thereof; provided, however,  that  the
amount  of  the payments and reimbursements under this Section 6 shall  not
exceed $2 million.

          7.   Successors; Binding Agreement.

           (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 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.  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
devisee,  legatee  or other designee or, if there is no such  designee,  to
your estate.
                             53


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

           '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.   To  the extent reasonably practicable, one such accounting  firm
shall  be designated to perform the calculations in respect of the Combined
Arrangements.

           'Administrator' shall mean the 'Administrator' as defined in the
applicable  Equity Plan or, if no such term is defined in the Equity  Plan,
the Board.

           'Cause'  shall mean a termination of your employment during  the
Term  which  is a result of (i) your felony conviction, (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
receipt of such demand.   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 affirmative vote of not less
than  three-fourths (3/4ths) of the entire membership of  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 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 three-fourths (3/4ths) 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 (the 'Incumbent
     Directors'), cease for any reason to constitute a majority thereof;
                             54

     
          (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;
     
           (iv)  all or substantially all of the assets of the Company  are
     sold, liquidated or distributed; or
     
           (v)   there  is a 'change in control' of the Company within  the
     meaning of Section 280G of the Code and the Regulations.
     
           'Change in Control Date' shall mean the earliest of (i) the date
on  which the Change in Control occurs, (ii) the date on which the  Company
executes  an  agreement,  the consummation of which  would  result  in  the
occurrence  of  a  Change in Control, (iii) the date the Board  approves  a
transaction  or  series of transactions, the consummation  of  which  would
result  in  a  Change  in Control and (iv) the date the  Company  fails  to
satisfy its obligations to have this agreement assumed by any successor  to
the  Company  in  accordance with Section 7(a) of this Agreement.   If  the
Change  in  Control  Date occurs as a result of an agreement  described  in
clause (ii) of the previous sentence or as a result of the approval of  the
Board described in clause (iii) of the previous sentence and the Change  in
Control  to  which  such agreement or approval relates  (the  'Contemplated
Change in Control') subsequently does not occur, then the Term shall expire
on  the  sixtieth  day  (the 'Reset Date') following  the  date  the  Board
certifies  by  resolution  duly adopted by three-fourths  (3/4ths)  of  the
Incumbent Directors then in office that the Contemplated Change in  Control
is  not  reasonably likely to occur; provided, however, that this  sentence
shall  not apply if (A) an Involuntary Termination of your employment  with
the Company has occurred on and after the Change in Control Date and on  or
prior  to  the  Reset  Date  or  (B)  the Contemplated  Change  in  Control
subsequently  occurs within three months of the Reset Date.  Following  the
Reset  Date, the provisions of this Agreement shall remain in effect and  a
new  Term  shall  commence upon the occurrence of a  subsequent  Change  in
Control Date.  Notwithstanding the first sentence of this section, if  your
employment with the Company terminates prior to the Change in Control  Date
and  it is reasonably demonstrated that your termination of employment  (i)
was  at  the  request  of  the third party who has taken  steps  reasonably
calculated  to  effect  the Change in Control or (ii)  otherwise  arose  in
connection with or in anticipation of the Change in Control, then Change in
Control  Date  shall mean the date immediately prior to the  date  of  your
termination of employment.

           'Change  in  Control Price' shall mean the  'Change  in  Control
Price'  as  defined  in the applicable Equity Plan and  determined  by  the
Administrator as of the date of the Equity Plan Change in Control,  whether
or  not  the  Administrator is required under the terms of  the  applicable
Equity Plan to determine such price as of such date.

           'Combined Arrangements' shall mean this Agreement, the Retention
Agreements  entered into as of the date first set forth above  between  the
Company  and  certain  of its executive officers, any  Retention  Agreement
entered into after the date hereof which is specifically designated by  the
terms thereof as one of the Combined Arrangements and the Supplement to the
Severance Plan.

           'Combined Payments' shall mean the aggregate cash amount of  (i)
severance payments made to you under Section 3(a) of this Agreement  or  to
any other employee or former employee under the corresponding provisions of
the  applicable  Combined Arrangement, (ii) severance payments  made  under
Sections 2(e) and 2(f) of the Supplement or the corresponding provisions of
the  applicable Combined Arrangement, (iii) Gross-Up Payments made  to  you
under  Section  6  of  this Agreement or to any other  employee  or  former
employee under the
                             55


corresponding provisions of the applicable Combined Arrangement, (iv)  fees
and  expenses which are paid or reimbursed to you under Section 6  of  this
Agreement   or  to  any  other  employee  or  former  employee  under   the
corresponding  provisions  of  the  applicable  Combined  Arrangement,  (v)
payments  made  to you under Section 5 of this Agreement or  to  any  other
employee  or  former  employee under the corresponding  provisions  of  the
applicable  Combined Arrangement and (vi) costs incurred by the Company  in
respect  of  any  employee or former employee under  Section  2(d)  of  the
Supplement  or  the  corresponding provisions of  the  applicable  Combined
Arrangement.

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

          'Common Stock' shall mean the common stock of the Company.

           '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.

           'ELTSOP' shall mean the Apple Computer, Inc. 1987 Executive Long
Term Stock Option Plan, as amended, and any successor plan thereto.

          'Equity Awards' shall mean options, restricted stock, bonus stock
or other grants or awards which consist of, or relate to, equity securities
of  the  Company and which have been granted to you under the Equity Plans.
For  purposes  of  this  Agreement, Equity Awards shall  also  include  any
securities  acquired  upon the exercise of an option,  warrant  or  similar
right that constitutes an Equity Award.

          'Equity Plan Change in Control' shall mean a change in control of
the Company as defined in the applicable Equity Plan.

           'Equity Plans' shall mean the Stock Option Plan, the ELTSOP, and
any  other  equity-based  incentive plan  or  arrangement  adopted  by  the
Company.

           '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,
     your  titles,  or  the  nature  or  status  of  your  responsibilities
     (including  your  reporting responsibilities)  from  those  in  effect
     immediately prior to the Change in Control Date;
                             56

     
           (ii) A reduction by the Company in your annual base salary as in
     effect immediately prior to the Change in Control Date or as the  same
     may  be  increased  from time to time thereafter;  a  failure  by  the
     Company  to increase your salary at a rate commensurate with  that  of
     other  key  executives of the Company; or a reduction in  your  target
     annual  bonus  (expressed as a percentage of base  salary)  below  the
     target in effect for you prior to the Change in Control Date;
     
           (iii)     The relocation of the office of the Company where  you
     are employed immediately prior to the Change in Control Date (the 'CIC
     Location') to a location which is more than fifty (50) miles away from
     the  CIC Location or the Company's requiring you to be based more than
     fifty  (50)  miles  away from the CIC Location  (except  for  required
     travel on the Company's business to an extent substantially consistent
     with your customary business travel obligations in the ordinary course
     of business prior to the Change in Control Date);
     
           (iv)  The  failure  by  the Company to continue  in  effect  any
     compensation  plan in which you participated prior to  the  Change  in
     Control  Date  or  made available to you after the Change  in  Control
     Date,   unless  an  equitable  arrangement  (embodied  in  an  ongoing
     substitute  or  alternative plan) has been made with respect  to  such
     plan  in connection with the Change in Control, or the failure by  the
     Company  to  continue  your  participation  therein  on  at  least  as
     favorable  a  basis, both in terms of the amount of benefits  provided
     and the level of your participation relative to other participants, as
     existed on the Change in Control Date;
     
           (v)   The failure by the Company to continue to provide you with
     benefits  at least as favorable in the aggregate to those  enjoyed  by
     you  under  the  Company's pension, savings, life insurance,  medical,
     health and accident, disability, and fringe benefit plans and programs
     in  which  you were participating immediately prior to the  Change  in
     Control  Date; or the failure by the Company to provide you  with  the
     number of paid vacation days to which you are entitled on the basis of
     years  of  service with the Company in accordance with  the  Company's
     normal  vacation policy in effect immediately prior to the  Change  in
     Control;
     
          (vi) 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,  if  the
     business  of  the  Company  for which your  services  are  principally
     performed  is sold at any time after a Change in Control, the  failure
     of  the Company to obtain such an agreement from the purchaser of such
     business;
     
           (vii)      Any  termination  of your  employment  which  is  not
     effected pursuant to the terms of this Agreement; or

           (viii)    A material breach by the Company of the provisions  of
     this Agreement;
     
provided, however, that an event described above in clause (i), (ii), (iv),
(v) or (viii) shall not constitute Good Reason unless it is communicated by
you  to  the  Company in writing 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
Company's receipt of such written notice from you.

           'Involuntary  Termination' shall mean (i)  your  termination  of
employment  by the Company and its subsidiaries during the Term other  than
for  Cause  or Disability or (ii) your resignation of employment  with  the
Company and its subsidiaries during the Term for Good Reason.
                             57


           'Limit'  shall mean the dollar amount determined  in  accordance
with the formula [A x B x C], where

          A    equals 0.02;
          
          B    equals the number of issued and outstanding shares of Common
               Stock  of  the  Company immediately prior to the  Change  in
               Control Date; and
          
          C    equals  the greater of (i) (A) if the Common Stock is listed
               on  any established stock exchange or national market system
               (including,  without limitation, the National Market  System
               of  the  National  Association of Securities  Dealers,  Inc.
               Automated  Quotation ('NASDAQ') System, the highest  closing
               sale  price (or closing bid price, if no sales are reported)
               of  a  share of Common Stock, or (B) if the Common Stock  is
               regularly quoted on the NASDAQ System (but not on a national
               market  system) or quoted by a recognized securities  dealer
               but  selling  prices  are  not reported,  the  highest  mean
               between the high and low asked prices for the Common  Stock,
               in each case, on any day during the ninety-day period ending
               on  the  Change in Control Date, and (ii) the highest  price
               paid  or  offered, as determined by the Accounting Firm,  in
               any  bona fide transaction or bona fide offer related to the
               Change in Control.
          
           '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, the Equity Plans), 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 under the Equity  Plans  or
otherwise, (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.

          'Reference Bonus' shall mean the greater of (i) the target annual
bonus  applicable to you for the year in which your Involuntary Termination
occurs and (ii) the highest target annual bonus applicable to you in any of
the three years ending prior to the Change in Control Date.

           'Reference Salary' shall mean the greater of (i) the annual rate
of  your  base  salary  from  the Company and its  subsidiaries  in  effect
immediately prior to the date of your Involuntary Termination and (ii)  the
annual  rate  of your base salary from the Company in effect at  any  point
during the three-year period ending on the Change in Control Date.

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

           'Severance  Plan'  means  the  Apple  Computer,  Inc.  Executive
Severance Plan, as amended.

           'Short-Term  Awards' shall mean Equity Awards  which  have  been
granted  to you within the six-month period ending on the date of a  Equity
Plan  Change in Control.  For purposes of this Agreement, Short-Term Awards
shall  also include any securities acquired upon the exercise of an  Equity
Award that constitutes a Short-Term Award.
                             58


           'Stock  Option  Plan' shall mean the Apple Computer,  Inc.  1990
Stock Option Plan, as amended, and any successor plan thereto.

          'Supplement' means the amendment to the Severance Plan adopted as
of the date of this Agreement and any future amendment thereto.

           '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.

          'Transaction Date' shall mean the date described in clause (i) of
the definition of Change in Control 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: 75 8A, Cupertino, CA  95014, 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;  provided, however, that, except  as  expressly  set  forth
herein,  this  Agreement  shall not supersede the terms  of  Equity  Awards
previously granted to you.

           (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)   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.

           (d)  No Contract of Employment.  Nothing in this Agreement shall
be  construed as giving you any right to be retained in the employ  of  the
Company  or  shall affect the terms and conditions of your employment  with
the Company prior to the commencement of the Term hereof.

          (e)  Withholding.  Amounts paid to you hereunder shall be subject
to all applicable federal, state and local withholding taxes.
                             59


           (f)   Source  of  Payments.  All payments  provided  under  this
Agreement,  other  than  payments made pursuant to a  plan  which  provides
otherwise, 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)  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.

                  *       *      *       *
                              
           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/ G.F. Amelio__
                                       Name:
                                       Title:


Agreed to as of this 4th day of March, 1996.



_/s/ F.D. Anserson___
Fred D. Anderson, Jr.
                             60