1995 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF
                                        
                       AMERICAN PRESIDENT COMPANIES, LTD.
                                        
                                        
       SECTION 1.  ESTABLISHMENT AND PURPOSE OF THE PLAN.

       The Plan was established by the Company effective January 1, 1995, and
amended and restated effective January 1, 1996. The purpose of the Plan is to
supplement certain benefits under the Retirement Plan.

       SECTION 2.  ELIGIBILITY AND PARTICIPATION.
       
       Participation in this Plan shall be limited to participants in the
Retirement Plan who are employed by a member of the Affiliated Group on or after
January 1, 1995, and who meet one of the following criteria:

              (a)    Their benefits under the Retirement Plan are
       affected by the limitations imposed under section 401(a)(17) or
       415 of the Code;
       
              (b)    Their benefits under the Retirement Plan are
       affected by the exclusion of salaries and bonuses deferred under
       the Deferred Compensation Plan or the Stock Bonus Plan from the
       compensation taken into account in calculating such benefits; or
       
              (c)    Both:
       
                      (i)     Their actual benefits under the Retirement Plan,
               at retirement, are lower than the benefits that they would have
               received had they separated from employment with the Affiliated
               Group as of December 31, 1992, absent the modification of the
               Retirement Plan's benefit formula that was adopted effective June
               1, 1989; and
               
                      (ii)     Their "average annual compensation" under the
               Retirement Plan equals or exceeds $125,000 at any time after May
               31, 1989.
               
On June 1 of each year, starting with June 1, 1990, the $125,000 amount set
forth in the preceding sentence shall be adjusted for inflation by multiplying
it by a fraction.  The numerator of such fraction shall be the CPI-W for U.S.
Cities on the immediately preceding February 1, and the denominator of such
fraction shall be the CPI-W for U.S. Cities on February 1, 1989.

       SECTION 3.  PLAN BENEFITS.
       
       (a)     Amount of Retirement Plan Supplement.  Each Participant whose
pension benefits under the Retirement Plan are reduced by section 401(a)(17) or
415 of the Code, by the exclusion of salaries and bonuses deferred under the
Deferred Compensation Plan or the Stock Bonus Plan from pension calculations or
by the modification of the formula for calculating his or her "retirement
income" (not including cost-of-living adjustments) that was adopted on July 10,
1990, effective as of June 1, 1989, shall be entitled to receive a monthly
benefit under this Plan. The amount of such benefit shall be equal to:

              (i)    The monthly benefit payment which would be payable to the
       Participant under the Retirement Plan if the limitations of sections
       401(a)(17) and 415 of the Code, such exclusion and such modification (to
       the extent that such modification results in a benefit reduction) did
       not apply; minus
       
              (ii)    The Participant's actual monthly benefit payment under
       the Retirement Plan; minus
       
              (iii)  The Participant's actual monthly benefit payment under the
       Excess-Benefit Plan of American President Companies, Ltd., as amended.
       
For purposes of this Subsection (a), the modification of the Retirement Plan
formula that was adopted on July 10, 1990, effective as of June 1, 1989, shall
be deemed to have resulted in a benefit reduction only to the extent that a
Participant's actual monthly benefit payment under the Retirement Plan is less
than the monthly benefit payment that such Participant would have received if
such modification had not been adopted and the Participant had separated from
employment with all members of the Affiliated Group as of December 31, 1992.
The Retirement Plan's Actuarial Equivalency factors shall be used to make this
comparison.

       (b)     Payment of Retirement Plan Supplement.  A Participant's benefit
under Subsection (a) above shall be payable to the Participant or to any other
person (including, without limitation, a surviving spouse) who is receiving
benefits under the Retirement Plan which are derived from the Participant.  Any
benefit under Subsection (a) above shall be payable in the same form and at the
same times as the Participant's benefit under the Retirement Plan (and in no
event earlier), unless the Participant's benefit under the Retirement Plan is
paid in the form of a single lump sum.  In that event, the benefit under
Subsection (a) above shall be payable in the normal form of benefit provided
under the Retirement Plan, computed as if the benefit actually paid to the
Participant under the Retirement Plan were also payable in the normal form,
unless:

              (i)    The Participant requests in writing to receive the benefit
       under Subsection (a) above in a single lump sum; and
       
              (ii)    The Committee expressly approves the Participant's
       request.
       
In the case of a Participant who is entitled to a "COLA-Adjusted Retirement
Income" under the Retirement Plan, the amount of any periodic benefit under
Subsection (a) above shall be recalculated each year in accordance with the
provisions of the Retirement Plan relating to the adjustment of pension benefits
to reflect changes in the cost of living.

       SECTION 4.  ADMINISTRATION.
       
       The Plan shall be administered by the Committee.  The Committee shall
make such rules, interpretations and computations as it may deem appropriate.
Any decision of the Committee with respect to the Plan, including (without
limitation) any determination of eligibility to participate in the Plan and any
calculation of benefits hereunder, shall be conclusive and binding on all
persons.

       SECTION 5.  CLAIMS AND INQUIRIES.
       
       (a)     Application for Benefits.  Applications for benefits and
inquiries concerning the Plan (or concerning present or future rights to
benefits under the Plan) shall be submitted to the Company in writing and
addressed to the Chair of the Committee.  An application for benefits shall be
submitted on the prescribed form and shall be signed by the Participant or, in
the case of a benefit payable after his or her death, by the beneficiary.

       (b)     Denial of Application.  In the event that an application for
benefits is denied in whole or in part, the Chair of the Committee shall notify
the applicant in writing of the denial and of the right to a review of the
denial.  The written notice shall set forth, in a manner calculated to be
understood by the applicant, specific reasons for the denial, specific
references to the provisions of the Plan on which the denial is based, a
description of any information or material necessary for the applicant to
perfect the application, an explanation of why the material is necessary, and an
explanation of the review procedure under the Plan.  The written notice shall be
given to the applicant within a reasonable period of time (not more than 90
days) after the Chair of the Committee received the application, unless special
circumstances require further time for processing and the applicant is advised
of the extension.  In no event shall the notice be given more than 180 days
after the Chair of the Committee received the application.

       (c)     Review Panel.  The Committee shall serve as the "Review Panel"
under the Plan.  The Review Panel shall have the authority to act with respect
to any appeal from a denial of benefits or a determination of benefit rights.

       (d)     Request for Review.  An applicant whose application for benefits
was denied in whole or in part, or the applicant's duly authorized
representative, may appeal from the denial by submitting to the Review Panel a
request for a review of the application within 90 days after receiving written
notice of the denial from the Chair of the Committee.  The Chair of the
Committee shall give the applicant or his or her representative an opportunity
to review pertinent materials, other than legally privileged documents, in
preparing the request for a review. The request for a review shall be in writing
and addressed to the Committee.  The request for a review shall set forth all of
the grounds on which it is based, all facts in support of the request, and any
other matters that the applicant deems pertinent.  The Review Panel may require
the applicant to submit such additional facts, documents or other material as it
may deem necessary or appropriate in making its review.

       (e)     Decision on Review.  The Review Panel shall act on each request
for a review within 60 days after receipt, unless special circumstances require
further time for processing and the applicant is advised of the extension.  In
no event shall the decision on review be rendered more than 120 days after the
Review Panel received the request for a review.  The Review Panel shall give
prompt written notice of its decision to the applicant.  In the event that the
Review Panel confirms the denial of the application for benefits in whole or in
part, the notice shall set forth, in a manner calculated to be understood by the
applicant, the specific reasons for the decision and specific references to the
provisions of the Plan on which the decision is based.

       (f)     Rules and Interpretations.  The Review Panel shall adopt such
rules, procedures and interpretations of the Plan as it deems necessary or
appropriate in carrying out its responsibilities under this Section 5.

       (g)     Exhaustion of Remedies.  No legal action for benefits under the
Plan shall be brought unless and until the claimant (i) has submitted a written
application for benefits in accordance with Subsection (a) above, (ii) has been
notified by the Chair of the Committee that the application is denied, (iii) has
filed a written request for a review of the application in accordance with
Subsection (d) above and (iv) has been notified in writing that the Review Panel
has affirmed the denial of the application; provided, however, that legal action
may be brought after the Chair of the Committee or the Review Panel has failed
to take any action on the claim within the time prescribed by Subsections (b)
and (e) above, respectively.

       SECTION 6.  AMENDMENT AND TERMINATION.
       
       The Company expects to continue the Plan indefinitely. Future conditions,
however, cannot be foreseen, and the Company shall have the authority to amend
or terminate the Plan at any time.  In the event of an amendment or termination
of the Plan, a Participant's benefits hereunder shall not be less than the
benefits to which the Participant would have been entitled if his or her
employment in the Affiliated Group had terminated immediately prior to such
amendment or termination.

       SECTION 7.  EMPLOYMENT RIGHTS.
       
       Nothing in the Plan shall be deemed to give any person a right to remain
in the employ of any Affiliated Group member or affect the right of the
Affiliated Group members to terminate such person's employment with or without
cause.

       SECTION 8.  NO ASSIGNMENT.
       
       The rights of any person to payments or benefits under the Plan shall not
be made subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors.  Any
act in violation of this Section 8, whether voluntary or involuntary, shall be
void.

       SECTION 9.  PLAN UNFUNDED.
       
       Participants shall have the status of general unsecured creditors of the
Company.  The Plan constitutes a mere promise by the Company to make benefit
payments in the future.  It is the Company's intent that the Plan be considered
unfunded for tax purposes and for purposes of Title I of ERISA.

       SECTION 10.  CHOICE OF LAW.
       
       The validity, interpretation, construction and performance of the Plan
shall be governed by ERISA and, to the extent they are not preempted, by the
laws of the State of California.

       SECTION 11.  DEFINITIONS.
       
       (a)     "Affiliated Group" means a group of one or more chains of
corporations connected through stock ownership with the Company, if:

              (i)  Stock possessing at least 80% of the total combined
       voting power of all classes of stock entitled to vote or at least
       80% of the total value of shares of all classes of stock of each
       of the corporations, except the Company, is owned by one or more
       of the other corporations; and
       
              (ii)  The Company owns stock possessing at least 80% of
       the total combined voting power of all classes of stock entitled
       to vote or at least 80% of the total value of shares of all
       classes of stock of at least one of the other corporations
       excluding, in computing such voting power or value, stock owned
       directly by such other corporations.
       
In addition, the term "Affiliated Group" includes any other entity which the
Company has designated in writing as a member of the Affiliated Group for
purposes of this Plan or the Retirement Plan.  An entity shall be considered a
member of the Affiliated Group only with respect to periods for which such
designation is in effect or during which the relationship described in
Paragraphs (i) and (ii) above exists.

       (b)     "Code" means the Internal Revenue Code of 1986, as amended.

       (c)     "Committee" means the Benefits Committee appointed by the
Company's Board of Directors.

       (d)     "Company" means American President Companies, Ltd., a Delaware
corporation.

       (e)     "Deferred Compensation Plan" means the Deferred Compensation Plan
of American President Companies, Ltd., as amended, the 1988 Deferred
Compensation Plan of American President Companies, Ltd., as amended, and the
1995 Deferred Compensation Plan of American President Companies, Ltd., as
amended.

       (f)     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

       (g)     "Participant" means a participant in the Retirement Plan who
participates in this Plan under Section2.

       (h)     "Plan" means this 1995 Supplemental Executive Retirement Plan of
American President Companies, Ltd.

       (i)     "Retirement Plan" means the American President Companies, Ltd.
Retirement Plan, as amended, or its successor.

       (j)     "Stock Bonus Plan" means the American President Companies, Ltd.
1995 Stock Bonus Plan, as it may be amended, or its successor.

       SECTION 12.  EXECUTION.
       
       To record the amendment and restatement of the Plan, the Company has
caused its duly authorized officer to affix the corporate name hereto.


                                           AMERICAN PRESIDENT COMPANIES, LTD.
                                                                                
                                                                                
                                          By  /s/ Timothy J. Windle