FIRST AMENDMENT TO THE
                       AMERICAN PRESIDENT COMPANIES, LTD. RETIREMENT PLAN

                  (Second Amendment and Restatement Effective January 1, 1993)


       The American President Companies, Ltd. Retirement Plan (Second
Amendment and Restatement Effective January 1, 1993) (the "Retirement
Plan") is hereby amended as follows, effective as of January 1, 1993:

1.     Section 2.2 of the Retirement Plan is amended to read in its
       entirety as follows:

2.2    Participation Requirements

       Effective as of January 1, 1993, the requirements for becoming a
       Participant are that the Employee must:

       (A)    Be employed in the United States, or be employed outside
               the United States and be eligible for home leave;
       
       (B)    Not be a member of a collective bargaining unit covered
               by a collective bargaining agreement, unless such
               agreement provides for coverage of the bargaining unit
               members under the Plan;
       
       (C)    Not be classified by the Company as a driver, driver-
               trainer or temporary employee;

       (D)    Not be eligible to participate in or accrue benefits
               under any other funded pension or retirement plan to
               which his Employer makes contributions, other than
               federal Social Security and the American President
               Companies, Ltd. SMART Plan; and

       (E)    Not be designated by the Company in writing as an
               individual or member of a class not eligible to
               participate in the Plan.

       For purposes of Article 4, an Employee shall continue to be a
       Participant entitled to accrue a Credited Period of Service only
       during the period during which he satisfies all of the above
       requirements, except that a Participant
       who is transferred to sea duty after November 15, 1972, may continue to
       accrue a Credited Period of Service if his absence from shoreside
       employment is due to unusual circumstances, as authorized by the
       Company in writing for periods not in excess of one (1) year."


To record this First Amendment to the Retirement Plan as set forth
herein, the corporation has caused its authorized officer to execute
this document this 1st day of August, 1995.


                                     American President Companies, Ltd.

                                     By:    /s/ Timothy J. Windle

                                     Title:  Assistant Secretary