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                               AMENDMENT NO. 1 TO
                       JULY 28, 1992 EMPLOYMENT AGREEMENT
                                     BETWEEN
                       AMERICAN PRESIDENT COMPANIES, LTD.
                                AND JOJI HAYASHI
                                        
                                        
       THIS AGREEMENT, entered into as of the 7th day of September,
1995, by and between JOJI HAYASHI (the "Employee") and AMERICAN
PRESIDENT COMPANIES, LTD., a Delaware corporation (the "Company"),

                              W I T N E S S E T H:
                                        
       Whereas the Company is the parent corporation in a group of
affiliated corporations (the "Affiliated Group") which consists of the
Company and all of its direct or indirect subsidiaries;

       Whereas the parties entered into an Employment Agreement dated
July 28, 1992 (the "Employment Agreement"), securing the services of the
Employee for the benefit of the Affiliated Group; and

       Whereas the Company and the Employee desire to amend the
Employment Agreement;

       N o w, T h e r e f o r e, in consideration of the mutual
covenants herein contained, the parties agree as follows:

       1.  The first sentence of Subsection 6(b) is amended to read as
follows:

       "If, (i) during the term of this Agreement and at any time after
       the occurrence of a Change in Control, a member of the Affiliated
       Group terminates the Employee's employment for any reason or no
       reason, or (ii) during the term of this Agreement and within one
       year after a Change in Control, the Employee resigns as a result
       of a material change in his responsibilities or the relocation of
       his place of employment by more than 20 miles from Oakland,
       California, or (iii) during the term of this Agreement and within
       the 30-day period commencing one year after the occurrence of a
       Change in Control, the Employee resigns his employment for any
       reason, or (iv) during the term of this Agreement and within
       three years after July 1, 1995, the Employee resigns his
       employment for any reason, then the Employee shall be entitled to
       receive a severance payment from the Company (the "Severance
       Payment")."
       
       2.  Clause (i) of Subsection 6(c) is amended to read as follows:

              "(i)  155 percent of the Employee's monthly rate of Base
       Compensation, as in effect on the date of the employment
       termination; times"

       3.  Subsection 7(b) is amended to read as follows:

              "(b)  Base Compensation.  During the Continuation Period,
       the Employee shall receive biweekly payments of 155 percent of
       his biweekly rate of Base Compensation, as in effect on the date
       of the employment termination."

       4.  Clause (ii)(b) of Subsection 7(f) is amended to read as
follows:

              "(B)  155 percent of the projected Base Compensation to
       be received by the Employee during the Continuation Period is
       counted as compensation for purposes of determining benefits
       under the Retirement Program."

       5.  As amended hereby, the Employment Agreement is and shall
remain in full force and effect according to its terms.




                                                       /s/ Joji Hayashi        
                                                           Joji Hayashi


                                             AMERICAN PRESIDENT COMPANIES, LTD.


                                             By        /s/ John M. Lillie

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