AMENDMENT TO THE
                     APL LIMITED SMART PLAN


     It is proposed that the Benefits Committee adopt
the attached Fourth Amendment to the current 1993
restatement of the APL Limited SMART Plan.

     At its October 9, 1996 meeting, the Board approved
the principal feature of this amendment, which is to
change the current matching formula.  As one facet of
the comprehensive redesign of the Company's benefits
package, the purpose of this amendment is to reduce the
base Company matching contribution to 75% from 100% of
participant deferrals (through 6% of compensation).
However, the Board also approved the addition of a
feature enabling the Company to make additional
matching contributions in years in which the Company
determines it has achieved excellent financial results.

     The Fourth Amendment also liberalizes the in-
service withdrawal features of the Plan.  To permit
employees nearing retirement age the maximum access to
their accounts so that they may make their own
investment choices, management proposes to permit
employees to withdraw all or any portion of their Plan
balances once they have reached age 592.  These
withdrawals are generally eligible for IRA rollover
and, after this age, the penalty taxes on "early"
distributions do not apply.  The proposed amendments
described in this paragraph are within the Benefits
Committee's discretion to adopt.

     In all other respects, the attached Fourth
Amendment is routine and within the Benefits
Committee's discretion to adopt.  It adds a supplement
to describe the treatment of certain benefits
transferred to the Plan as a result of the termination
of the American President Profit-Sharing Plan and makes
a few technical clarifying changes to the Plan text.


          WHEREAS, the Board has approved a change
     in the matching contribution formula under
     the APL Limited SMART Plan (Second Amendment
     and Restatement Effective as of January 1,
     1993) (the "Plan"), and it is deemed
     advisable to make certain other liberalizing
     and technical changes;
     
          NOW, THEREFORE, BE IT RESOLVED that the
     Fourth Amendment to the APL Limited SMART
     Plan (Second Amendment and Restatement
     Effective as of January 1, 1993) is hereby
     adopted effective as of the dates specified
     in such amendment; and be it further
     
     RESOLVED, that the officers of this corporation
be, and each of them hereby is, authorized and directed
to execute the attached Fourth Amendment and an updated
plan document incorporating the Fourth Amendment, for
and on behalf of this corporation, with such changes
thereto as such officers shall approve at any time or
from time to time for purposes of compliance with
applicable law or that such officers determine are
minor or merely administrative; and be it further

     RESOLVED, that the officers of this corporation
be, and each of them hereby is, authorized and directed
for and on behalf of this corporation to take such
steps and to do all acts and prepare, execute and
deliver any and all documents that they deem necessary
or appropriate to carry out the foregoing resolutions.
                    FOURTH AMENDMENT TO THE
                     APL LIMITED SMART PLAN
               (Second Amendment and Restatement
                Effective as of January 1, 1993)


     The APL Limited SMART Plan (Second Amendment and
Restatement Effective as of January 1, 1993) (the
"Plan"), is hereby further amended as follows,
effective as of the dates indicated:

     1.   Section 4.2 of the Plan is amended to read as
follows effective as of January 1, 1997:

4.2  Allocation of Matching Contributions

     All Matching Contributions are subject to the
     limitations set forth in Appendix I.  For each
     payroll period, each  Participant who made Matched
     Contributions shall be allocated a Matching
     Contribution and Forfeitures equal to 75% of the
     aggregate Matched Contributions made by the
     Participant since the close of the preceding
     payroll period. In addition, as of the last day of
     each Plan Year, the Company may make an additional
     discretionary Matching Contribution in an amount
     determined by the Company.  Any such discretionary
     Matching Contribution shall be allocated to the
     accounts of Participants who are Employees on the
     last day of such Plan Year in proportion to their
     Matched Contributions for such Plan Year.
     Discretionary Matching Contributions are subject
     to all other terms of the Plan applicable to
     Matching Contributions.

     As soon as reasonably practicable after the amount
     of any Matching Contribution and required
     allocation is determined, the Matching
     Contribution shall be paid to the Trustee and
     shall be allocated, along with Forfeitures, among
     eligible Participants.  A Participant shall be
     allocated no Matching Contribution with respect to
     a period for which Matching Contributions are
     suspended pursuant to Section 7.2 due to a
     withdrawal of Matched After-Tax Contributions.

     The foregoing notwithstanding, an individual who
     first became an Employee on or after April 1, 1989
     (and who did not transfer to this Plan from the AP
     Plan as of September 1, 1990), shall in no event
     be eligible for an allocation of Matching
     Contributions or Forfeitures for any period prior
     to the first day of the payroll period that
     commences on or after the date on which he or she
     completed a six-month Period of Service.

     A Participant's share of Matching Contribution and
     Forfeitures shall be credited to his or her
     Company Accounts.  Each Participant's share of new
     Company Contributions and reallocated Forfeitures
     and his or her new Employee Contributions and
     Rollover Contributions shall be invested entirely
     in any one Investment Fund or in any combination
     of the available Investment Funds, except that not
     more than 50% of such contributions shall be
     invested in the APC Stock Fund.

     2.   Article 7 of the Plan is amended to read in
its entirety as follows, and cross references to
Sections in Article 7 renumbered accordingly, effective
as of July 1, 1997:

7.1  Age 592 Withdrawals

     A Participant who is an Employee and who has
     attained age 592 may withdraw all or any portion
     of his or her vested Accounts.  A Participant
     shall not be permitted to make more than one
     withdrawal under this Section 7.1 in any period of
     six months.  Any withdrawal made by a Participant
     who has attained age 592 shall be deemed made
     under this Section 7.1, and not under Sections
     7.2, 7.3 or 7.4.

7.2  Withdrawals From After-Tax Accounts and Rollover
     Accounts

     A Participant who is an Employee and who has After-
     Tax Accounts or Rollover Accounts may make
     withdrawals from such Accounts, as provided by
     this Section 7.2.

          (a)  A Participant may withdraw all or
          any portion of his or her After-Tax
          Contributions (not including investment
          increments) that are credited to his or
          her Pre-1987 After-Tax Accounts and that
          were not previously withdrawn by or
          distributed to the Participant.  Any
          such withdrawal shall be treated as a
          withdrawal of Unmatched After-Tax
          Contributions, to the extent that
          previously unwithdrawn Unmatched After-
          Tax Contributions remain credited to the
          Participant's Pre-1987 After-Tax
          Accounts.  Any additional withdrawal of
          After-Tax Contributions shall be treated
          as a withdrawal of Matched After-Tax
          Contributions.  If Matched After-Tax
          Contributions are deemed withdrawn, no
          Matching Contributions or Forfeitures
          shall be allocated to the Participant's
          Company Accounts with respect to a
          period of six months, commencing as of
          the first day of the second payroll
          period following the date on which the
          withdrawal request was made; provided,
          however, that no such suspension of
          Matching Contributions or Forfeitures
          shall apply to a Participant who is at
          the same time withdrawing an amount on
          account of hardship pursuant to
          Section 7.4.

          (b)  A Participant who has withdrawn or
          is withdrawing the entire amount of his
          or her After-Tax Contributions credited
          to his or her Pre-1987 After-Tax
          Accounts pursuant to Subsection (a)
          above may withdraw all or any part of
          the remaining balance credited to his or
          her Pre-1987 After-Tax Accounts.

          (c)  A Participant who has withdrawn or
          is withdrawing the entire amount of his
          or her After-Tax Contributions credited
          to his or her Pre-1987 After-Tax
          Accounts pursuant to Subsection (a)
          above may withdraw all or any part of
          the balance credited to his or her Post-
          1986 After-Tax Accounts.  The portion of
          the amount withdrawn that is taxable to
          the Participant under section 72(e) of
          the Code, as determined by the Company,
          shall be treated as a withdrawal of
          investment increments.  The portion of
          the amount withdrawn that is not so
          taxable to the Participant shall be
          treated as a withdrawal of his or her
          After-Tax Contributions.  A withdrawal
          of After-Tax Contributions under this
          Subsection (c) shall be treated as a
          withdrawal of Unmatched After-Tax
          Contributions, to the extent that
          previously unwithdrawn Unmatched After-
          Tax Contributions remain credited to the
          Participant's Post-1986 After-Tax
          Accounts.  After all Unmatched After-Tax
          Contributions are withdrawn, any
          additional withdrawal of After-Tax
          Contributions shall be treated as a
          withdrawal of Matched After-Tax Contribu
          tions.  If Matched After-Tax
          Contributions are deemed withdrawn, no
          Matching Contributions or Forfeitures
          shall be allocated to the Participant's
          Company Accounts with respect to a
          period of six months, commencing as of
          the first day of the second payroll
          period following the date on which the
          withdrawal request was made; provided,
          however, that no such suspension of
          Matching Contributions or Forfeitures
          shall apply to a Participant who is at
          the same time withdrawing an amount on
          account of hardship pursuant to
          Section 7.4.

          (d)  A Participant who has Rollover
          Accounts may make withdrawals from such
          Accounts.  The amount that may be
          withdrawn under this Subsection (d)
          shall not exceed the balance credited to
          his or her Rollover Accounts.

          (e)  A Participant who wishes to make a
          withdrawal under this Section 7.2 shall
          make an election in accordance with
          procedures prescribed by the Company.  A
          Participant shall not be permitted to
          make more than one withdrawal under this
          Section 7.2 or Section 7.3 in any period
          of six consecutive months; provided,
          however, that withdrawals made at the
          same time shall be considered a single
          withdrawal.

7.3  Withdrawals From Other Accounts

     A Participant who is an Employee and who is
     withdrawing the maximum amount permissible under
     Section 7.2 may at the same time withdraw any
     amount that is not less than $500 and that does
     not exceed the lesser of:

          (a)  The value of the Participant's
          Company Accounts, Transferred Company
          Accounts and Profit-Sharing Accounts,
          reduced by the Participant's share of
          those Company Contributions that were
          actually paid to the Trustee less than
          24 months prior to the date of
          withdrawal; or

          (b)  The vested portion of the
          Participant's Company Accounts,
          Transferred Company Accounts and Profit-
          Sharing Accounts.

     A Participant shall not be permitted to make more
     than one withdrawal under Section 7.2 or this
     Section 7.3 in any period of six consecutive
     months; provided, however, that withdrawals made
     at the same time shall be considered a single
     withdrawal.

7.4  Hardship or Disability Withdrawal

     This Section 7.4 shall apply only to a Participant
     who is subject to a Disability or a Participant
     who is an Employee and who satisfies the
     requirements of Section 7.4.  If such a
     Participant is withdrawing the maximum amount
     permissible under Sections 7.2 and 7.3 (and under
     all other plans of the Affiliated Group), then he
     or she may at the same time withdraw from his or
     her Salary Deferral Accounts, Company Accounts,
     Transferred Company Accounts and Profit-Sharing
     Accounts any additional amount that is not less
     than $500 and that does not exceed the following
     limitations:

          (a)  The maximum amount that may be
          withdrawn from a Participant's Salary
          Deferral Accounts is the sum of (i) the
          amount of his or her previously
          unwithdrawn Salary Deferrals that remain
          credited to such Accounts plus (ii) the
          amount of the net unwithdrawn investment
          income that was credited to such
          Accounts or to the corresponding
          accounts under the AP Plan as of
          December 31, 1988.

          (b)  The maximum amount that may be
          withdrawn from a Participant's Company
          Accounts is the vested portion of such
          Company Accounts.

7.5  Procedure for Hardship

     A Participant who wishes to make a hardship
     withdrawal under Section 7.4 shall make a request
     in accordance with the procedures prescribed by
     the Company.  A hardship withdrawal under
     Section 7.4 shall be authorized only to the extent
     that the Participant has demonstrated that the
     after-tax proceeds of the requested funds are
     required for one or more of the following reasons:

          (a)  To pay expenses (i) for medical
          care described in section 213(d) of the
          Code that were incurred by the
          Participant, the Participant's spouse or
          any dependents of the Participant (as
          defined in section 152 of the Code) or
          (ii) necessary for such persons to
          obtain medical care described in section
          213(d) of the Code;

          (b)  To pay tuition and related
          educational expenses for a period not in
          excess of 12 months of post-secondary
          education for the Participant or his or
          her spouse, children or dependents;

          (c)  To purchase (excluding mortgage pay
          ments) a principal residence of the
          Participant;

          (d)  To prevent the eviction of the
          Participant from his or her principal
          residence or the foreclosure of the mortgage
          on the Participant's principal residence; or

          (e)  Any other reason described by the
          Commissioner of Internal Revenue in a
          revenue ruling, notice or other document
          of general application.

     Based on the foregoing criteria, no hardship
     withdrawal or a hardship withdrawal in an amount
     that is smaller than the amount requested by the
     Participant may be authorized.  This Section 7.5
     shall not apply to a Participant who is subject to
     a Disability.

7.6  Representations Necessary for a Hardship
     Withdrawal

     No Participant shall be eligible to receive a
     hardship withdrawal under Section 7.4 unless:

          (a)  The Participant represents to the
          Company, in the manner specified by the
          Company, that the withdrawal does not
          exceed the Participant's immediate and
          heavy financial need;

          (b)  The Participant represents to the
          Company, in the manner specified by the
          Company, that the Participant's
          immediate and heavy financial need
          cannot be relieved:

                    (i)  Through
               reimbursement or compensation
               by insurance or otherwise;

                    (ii) By reasonable
               liquidation of the
               Participant's assets, to the
               extent such liquidation would
               not itself cause an immediate
               and heavy financial need;

               (iii)By cessation of Salary
          Deferrals or
                         After-Tax Contributions; or

                    (iv) By other
               distributions or nontaxable
               (at the time of the loan)
               loans from this Plan or any
               other plans maintained by a
               member of the Affiliated
               Group, or by borrowing from
               commercial sources on
               reasonable commercial terms.

     This Section 7.6 shall not apply to a Participant
     who is subject to a Disability.

7.7  Payment and Source of Withdrawals

     A withdrawal shall be paid as soon as reasonably
     practicable after the request for such withdrawal
     is made in accordance with procedures prescribed
     by the Company.  The value of a Participant's
     Accounts and the vested percentage of a
     Participant's Company Accounts shall be determined
     on the date when the Trustee effects the
     withdrawal transaction.  Withdrawals shall be paid
     only in the form of a single lump sum in cash.  In
     the case of a married Participant who participated
     in the NPSI Plan, a requested withdrawal shall not
     be paid unless the Participant's spouse has
     consented in writing to the payment of such
     withdrawal in the form of a lump sum (instead of a
     Qualified Joint and Survivor Annuity).  The
     spouse's consent shall comply with Section 16.9
     and shall be given within the 90-day period
     preceding payment of the withdrawal.  If more than
     one Account is available to pay the withdrawal
     because the Participant elected to invest in more
     than one Investment Fund, the withdrawal shall be
     made proportionately from each available Account,
     subject to such other ordering rules as the
     Company may adopt.

7.8  Withdrawal Fees

     A Participant who makes a withdrawal under this
     Article shall be required to pay such fees as the
     Company may impose in order to defray the cost of
     processing withdrawals from the Plan.


     3.   Section 18.4 of the Plan is amended to read
as follows effective as of January 1, 1993:

18.4 Aggregation of Periods

     All of an individual's Periods of Service
     determined pursuant to this Article 18 shall be
     aggregated on the basis of days.  The number of
     years in the individual's aggregate Period of
     Service is determined by dividing the aggregate
     number of days in such period by three hundred
     sixty-five (365).

     4.   A new Supplement A is added to the Plan to
read as follows effective as of June 1, 1996:

                      SUPPLEMENT A TO THE
         AMERICAN PRESIDENT COMPANIES, LTD. SMART PLAN
         SPECIAL RULES FOR "LOST" AP PLAN PARTICIPANTS


     The American President Profit-Sharing Plan (the
"AP Plan") was terminated effective June 3, 1995.  In
accordance with applicable rules concerning plan
terminations, all of the assets of the AP Plan were
distributed within approximately one year of the
termination date.  To complete distribution of the AP
Plan assets, the accounts of AP Plan participants who
could not be located were transferred to this Plan.
Such transferred AP Plan accounts are to be treated in
accordance with this Plan's provisions concerning
unclaimed benefits.

     In the event that a missing participant (or
beneficiary) makes a valid claim to his or her AP Plan
benefit after the transfer to this Plan, such benefit
shall be distributable in accordance with the terms of
the AP Plan as in effect at the time of its
termination, except to the extent that this Plan may
provide for other distribution terms that do not reduce
any legally protected benefit of such claimant.

     5.   Section 1.14 of Appendix I is amended to read
as follows effective as of January 1, 1993:

1.14 "Top-Paid Group" for any Plan Year means the top
     20% (in terms of Total Compensation) of all
     Employees of the Affiliated Group, excluding the
     following:

          (a)  Any Employee covered by a
          collective bargaining agreement who is
          not an Eligible Employee;

          (b)  Any Employee who is a nonresident
          alien with respect to the United States
          who receives no income with a source
          within the United States from a member
          of the Affiliated Group;

          (c)  Any Employee who has not completed
          at least 500 Hours of Service during any
          six-month period at the end of the Plan
          Year;

          (d)  Any Employee who normally works
          less than 172 hours per week;

          (e)  Any Employee who normally works no
          more than six months during any year;
          and

          (f)  Any Employee who has not attained
          the age of 21 at the end of the Plan
          Year.

     For purposes of this Section, "Hours of Service"
     means all of the following:

          (a)  Each hour for which the Employee is
          paid, or is entitled to payment, for the
          performance of duties as an Employee;

          (b)  Each hour for which the Employee is
          paid, or is entitled to payment, by an
          Affiliated Group member on account of a
          period of time during which the Employee
          performs no duties (regardless of
          whether employment has terminated) due
          to vacation, holiday, illness,
          incapacity (including disability),
          layoff, jury duty, military duty or
          leave of absence; provided, however,
          that not more than 501 Hours of Service
          shall be credited under this
          Subsection (b) to any Employee on
          account of a single continuous period
          during which such Employee does not
          perform duties;

          (c)  Each hour not otherwise described
          herein for which back pay (regardless of
          mitigation of damages) is awarded or
          agreed to by an Affiliated Group member;
          provided, however, that not more than
          501 Hours of Service shall be credited
          under this Subsection (c) to any
          Employee on account of a back-pay award
          covering a single continuous period
          during which such Employee has not, or
          would not have, performed duties; and

          (d)  Each hour not otherwise described
          herein that is recognized as an Hour of
          Service by an Affiliated Group member
          pursuant to written and
          nondiscriminatory rules, subject to such
          conditions and limitations as the
          Company may adopt.

     Hours of Service shall be allocated to the
     applicable computation period pursuant to the
     regulations adopted by the U.S. Department of
     Labor and set forth in 29 C.F.R. '' 2530.200b-2(b)
     and (c).  The number of Hours of Service to be
     credited under Subsection (b) or (c) above with
     respect to a period during which the Employee does
     not perform duties shall also be determined in
     accordance with such regulations.

                           * * * * *

     To record this Fourth Amendment to the Plan as set
forth herein, the corporation has caused its authorized
officer to execute this document this 24th day of
March, 1997.


                         APL Limited

                         By:  /s/ Timothy J. Windle
                         Title:  Assistant Secretary