<PAGE>   1
                                                         EXHIBIT 10 h
                   FINA CAPITAL ACCUMULATION PLAN


                          TABLE OF CONTENTS



ARTICLE I PLAN DESIGN CHARACTERISTIC

     Section 1.1.  General ................................................ 2
     Section 1.2.  Participation Service Requirements ..................... 2
     Section 1.3.  Pre-Tax Contributions Range ............................ 2
     Section 1.4.  After-Tax Contributions Range .......................... 2
     Section 1.5.  Time for Making or Changing Pre-Tax
                      and/or After-Tax Elections .......................... 2
     Section 1.6.  Suspension of Contribution Elections ................... 2
     Section 1.7.  Employer Matching Contributions ........................ 2
     Section 1.8.  Frequency of Change of Directed Investments ............ 3
     Section 1.9   Vesting Rules .......................................... 3

ARTICLE II PARTICIPATION

     Section 2.1.  Participation Service Requirements ..................... 3
     Section 2.2.  Compensation for Plan Year of Entry .................... 4
     Section 2.3.  Reemployment of Prior Participant ...................... 4
     Section 2.4.  Special Rules for Change in Status ..................... 4

ARTICLE III PARTICIPANT AND EMPLOYER CONTRIBUTIONS

     Section 3.1.  Participant Elections .................................. 5
     Section 3.2.  Employer Matching Contributions Subject to the
                      Limitations of Article IV ........................... 7
     Section 3.3.  Payment to Trustee ..................................... 7
     Section 3.4.  Limitations ............................................ 8

ARTICLE IV LIMITATION ON ANNUAL ADDITIONS

     Section 4.1.  Limitation on Annual Additions ........................ 14
     Section 4.2.  Multiple Plan Reduction ............................... 15   
     Section 4.3.  Definitions Relating to Annual Addition Limitations ... 16   
     Section 4.4.  Reduction of Annual Additions ......................... 17

ARTICLE V PLAN ACCOUNTING, RECORDKEEPING AND DIRECTED INVESTMENTS

     Section 5.1. Plan Accounting Records ................................ 17
     Section 5.2. Trust and Directed Investment Accounts ................. 18
     Section 5.3. Purchases of Company and PSA Stock ..................... 21

ARTICLE VI VESTING AND PAYMENT OF BENEFITS

     Section 6.1.  Early Retirement Date ................................. 21
     Section 6.2.  Disability Retirement ................................. 21
     Section 6.3.  Vesting ............................................... 22




                                - i -
<PAGE>   2
     Section 6.4.  Commencement of Benefits .............................. 25
     Section 6.5.  Vesting Years of Service .............................. 27

ARTICLE VII SETTLEMENT OPTIONS

     Section 7.1.  Methods of Distribution ............................... 28
     Section 7.2.  Date for Determining Value of Account Balance ......... 29   
     Section 7.3.  Qualified Domestic Relations Order .................... 29   
     Section 7.4.  Effect of Death of Beneficiary ........................ 29 
     Section 7.5.  Minors and Persons Under Other Legal Disability ....... 29

ARTICLE VIII PLAN ADMINISTRATION

     Section 8.1.  Appointment of Committee .............................. 30
     Section 8.2.  General Rights, Powers and Duties of Committee ........ 30
     Section 8.3.  Action by the Committee ............................... 31
     Section 8.4.  Fiduciary Obligations ................................. 31
     Section 8.5.  Information to be Furnished to Committee............... 31   
     Section 8.6.  Uniform Application ................................... 31   
     Section 8.7.  Allocation and Delegation of Certain Fiduciary Duties.. 32
     Section 8.8.  Indemnification of the Committee by the Company ....... 32   
     Section 8.9.  Limitation on Responsibilities ........................ 32
     Section 8.10. Appointment of Qualified Investment Manager ........... 32

ARTICLE IX CLAIM FOR BENEFITS PROCEDURE AND LAPSED BENEFITS

     Section 9.1.  Claim for Benefits .................................... 33
     Section 9.2.  Request for Review of a Denial of a Claim for Benefits  33
     Section 9.3.  Decision Upon Claim for Review of a Denial of Claim for 
                      Benefits ........................................... 33
     Section 9.4.  Domestic Relations Order .............................. 34 
     Section 9.5.  Lapsed Benefits ....................................... 34

ARTICLE X LIMITATION UPON REVERSION

     Section 10.1.  Exclusive Benefit .................................... 35
     Section 10.2.  Permissible Reversions ............................... 35

ARTICLE XI AMENDMENT

     Section 11.1. In General ............................................ 36
     Section 11.2. Amendments to Vesting Schedule ........................ 37

ARTICLE XII TERMINATION OF THE PLAN AND TRUST

     Section 12.1.  Right to Terminate Plan and Trust .................... 37
     Section 12.2.  Right to Discontinue Contributions ................... 38
     Section 12.3.  Vesting Upon Termination of Plan or Complete 
                      Discontinuance of Contributions .................... 38
     Section 12.4.  Merger or Consolidation of Plan and Trust ............ 38





                                    - ii -
<PAGE>   3
ARTICLE XIII STAND-BY TOP HEAVY RULES

     Section 13.1.  Determination of Top Heavy or Super Top Heavy Status . 38
     Section I3.2.  Minimum Allocation Requirement for Top Heavy Plan .... 42
     Section 13.3.  Top Heavy Vesting Rule ............................... 44

ARTICLE XIV WITHDRAWALS

     Section  14.1.  Withdrawals by Participants ......................... 44
     Section  14.2.  Loans to Participants ............................... 45

ARTICLE XV MISCELLANEOUS

     Section  15.1.  Inalienability of Benefits .......................... 46
     Section  15.2.  No Implied Rights ................................... 46
     Section  15.3.  Status of Employment Relations ...................... 46
     Section  15.4.  No Guarantee ........................................ 47
     Section  15.5.  Service in More than One Capacity ................... 47
     Section  15.6.  Adoption by Others .................................. 47
     Section  15.7.  Actions by the Company or an Employer ............... 47
     Section  15.8.  Binding Effect ...................................... 47
     Section  15.9.  Governing Laws ...................................... 47
     Section  15.10. Counterparts ........................................ 47

ARTICLE XVI HOURS OF SERVICE AND LEAVES OF ABSENCE

     Section 16.1.  Hour of Service Defined .............................. 48
     Section 16.2.  Determination of Hours of Service for Reasons
                       Other Than the Performance of Duties............... 49
     Section 16.3.  Crediting of Hours of Service to Computation Periods.. 49
     Section 16.4.  Effect of Maternity or Paternity Leave of Absence
                      on One Year Break in Service ....................... 49

ARTICLE XVII DEFINITIONS AND CONSTRUCTION

     Section 17.1.  "Account"............................................. 50
     Section 17.2.  "Accrual Computation Period".......................... 50
     Section 17.3.  "Act" or "ERISA"...................................... 50
     Section 17.4.  "Affiliated Company" ................................. 50
     Section 17.5.  "Agent for Service of Process"........................ 51
     Section 17.6.  "Basic Compensation".................................. 51
     Section 17.7.  "Beneficiary" or "Beneficiaries"...................... 51
     Section 17.8.  "Code" ............................................... 51
     Section 17.9.  "Committee"........................................... 51
     Section 17.10. "Company"............................................. 51
     Section 17.11. "Company Stock" ...................................... 51
     Section 17.12. "Compensation" ....................................... 51
     Section 17.13. "Determination Date" ................................. 52
     Section 17.14. "Eligibility Computation Period"...................... 52







                               - iii -

<PAGE>   4
     Section 17.15.  "Employee" .......................................... 52
     Section 17.16.  "Employee After-Tax Account" ........................ 52
     Section 17.17.  "Employee After-Tax Contribution" ................... 52
     Section 17.18.  "Employee Pre-Tax Account"........................... 52
     Section 17.19.  "Employee Pre-Tax Contribution"...................... 53
     Section 17.20.  "Employer" .......................................... 53
     Section 17.21.  "Excess Aggregate Contributions"..................... 53
     Section 17.22.  "Excess Contributions"............................... 53
     Section 17.23.  "Family Member"...................................... 53
     Section 17.24.  "First Thrift Plan".................................. 53
     Section 17.25.  "Government Bonds" .................................. 53
     Section 17.26.  "Highly Compensated Employee"........................ 53
     Section 17.27.  "Non-Highly Compensated Employee".................... 55
     Section 17.28.  "Key Employee"....................................... 55
     Section 17.29.  "Non-Key Employee" .................................. 56
     Section 17.30.  "Leased Employees" .................................. 56
     Section 17.31.  "Match Accounts"..................................... 57
     Section 17.32.  "Matching Contribution".............................. 57
     Section 17.33.  "Named Fiduciary".................................... 57
     Section 17.34.  "Net Profits"........................................ 57
     Section 17.35.  "One Year Break in Service" ......................... 57
     Section 17.36.  "Participant" ....................................... 57
     Section 17.37.  "Permanent Disability"............................... 57
     Section 17.38.  "Plan" .............................................. 58
     Section 17.39.  "Plan Year" ......................................... 58
     Section 17.40.  "Post-83 Match Account" ............................. 58
     Section 17.41.  "Pre-84 Match Account" .............................. 58
     Section 17.42.  "PSA Stock" ......................................... 58
     Section 17.43.  "Qualified Investment Manager" ...................... 58
     Section 17.44.  "Retirement" ........................................ 58
     Section 17.45.  "Super Top Heavy Plan" .............................. 58
     Section 17.46.  "Super Top Heavy Plan Year" ......................... 58
     Section 17.47.  "Top Heavy Plan" .................................... 58
     Section 17.48.  "Top Heavy Plan Year ................................ 59
     Section 17.49.  "Termination of Employment" ......................... 59
     Section 17.50.  "Trust" or "Trust Fund" ............................. 59
     Section 17.51.  "Trustee" ........................................... 59
     Section 17.52.  "Valuation Date" .................................... 59
     Section 17.53.  "Vested Benefit" or "Vested Interest" ............... 59
     Section 17.54.  "Vested Participant" ................................ 59
     Section 17.55.  "Vesting Computation Period" ........................ 59
     Section 17.56.  "Construction" ...................................... 59






                         -  iv  -



<PAGE>   5
                   FINA CAPITAL ACCUMULATION PLAN


     THIS PLAN, made, executed, and restated at Dallas, Texas by the 
undersigned Employers,

                          WITNESSETH THAT:

     WHEREAS, the Employers had heretofore adopted for the benefit of 
their employees a qualified profit sharing plan known as the Thrift 
Plan for Employees of American Petrofina, Incorporated and Certain 
Subsidiaries which has been amended from time to time; and

     WHEREAS, it is desirable to change the name of such plan to the 
FINA CAPITAL ACCUMULATION PLAN (sometimes herein referred to also as 
the "Capital Accumulation Plan" or just the "Plan");

     WHEREAS, changes to and by the Internal Revenue Code of 1986 
necessitate additional amendments in order to maintain the qualified 
status of the Capital Accumulation Plan; and

     WHEREAS, the Company desires to make certain additional changes 
to the design of the Capital Accumulation Plan.

     NOW, THEREFORE, pursuant to the provisions of Section 8.1 of the 
Plan as in existence on the date immediately preceding the adoption 
of this amendment and restatement, said Plan is hereby amended and 
restated in its entirety and as so amended and restated in its 
entirety, shall read as follows:




FINA CAPITAL ACCUMULATION PLAN - 1
<PAGE>   6
                              ARTICLE I

                     PLAN DESIGN CHARACTERISTIC

     Section 1.1.  General.  In order to both facilitate 
administration of this Plan by stating in one Article the principal 
design characteristics of this Plan and to facilitate any future 
technical or administrative amendments to this Plan, this Article 
contains those Plan design specifications that may only be amended by 
action of the Board of Directors of the Company, any other amendments 
being within the scope of authority of the President or the Vice 
President responsible for employee benefit matters. The 
specifications stated in this Article may be further clarified or 
limited by other sections of this document. Any such limitation shall 
be controlling.

     Section 1.2. Participation Service Requirements.  The first day 
of the month (sometimes called an "Entry Date") after the last day of 
the Eligibility Computation Period during which an Eligible Employee 
completes 1,000 or more Hours of Service.

     Section 1.3. Pre-Tax Contributions Range.  The range of 
permissible Pre-Tax Contributions is not less than one percent (1%) 
nor more than ten percent (10%) of a Participant's Basic 
Compensation.

     Section 1.4. After-Tax Contributions Range.  The range of 
After-Tax Contributions is not less than one percent (1%) nor more 
than five percent (5%) of a Participant's Basic Compensation (plus 
any amounts redirected to After-Tax Contributions pursuant to Section 
3.1(a)(i)), but when added to the Employee Pre-Tax Contributions made 
on behalf of the Participant, the total may not exceed ten percent 
(10%) of his Basic Compensation.

     Section 1.5. Time for Making or Changing Pre-Tax and/or 
After-Tax Elections.  A Participant may change his rate of 
Contributions effective on any January 1 or July 1.

     Section 1.6. Suspension of Contribution Elections. Suspensions 
of either Pre-Tax or After-Tax Contributions may be made by a 
Participant at any time, provided such suspension(s) is (are) for a 
period of at least six (6) months.

     Section 1.7. Employer Matching Contributions.

     (a)  General Rule.

          The Employer Matching Contribution shall be the lessor of,

          (1)  five percent (5%) of such Participant's Basic 
               Compensation for that pay period, or




FINA CAPITAL ACCUMULATION PLAN - 2
<PAGE>   7

           (2) the total amount of the Employee After-Tax and Employee Pre-Tax 
               Contributions made by or on behalf of such Participant for that
               pay period.

     (b)  Increased Match. (Effective as set forth in Section 3.2)

          The Employer Matching Contribution shall be the greater of,

          (1)  the Employee Pre-Tax Contributions (including redirected to
               After-Tax Contributions pursuant to  Section 3.1(a)(ii)) made on 
               behalf of the Participant for the same period but not more than
               six percent (6%)  of such Participant's Basic Compensation, or

          (2)  the amount described in the preceding Subsection (a)  of
               this Section.

     Section 1.8. Frequency of Chance of Directed Investments.  A  Participant
may change directed investments as follows:

     (a)  Future Contributions
          January 1 or July 1

     (b)  Part or All of Account Balances 
          January 31 or July 31

     Section 1.9 Vesting Rules.

     (a)  Full Vesting at Early Retirement Age.  Regardless of Years    
          of Service, a person shall be fully (100%) vested and can  retire at
          any time after reaching age 55 ("Early Retirement  Age").

     (b)  See Section 6.3  for general vesting rules upon attaining specified 
          Years of Service, at Disability Retirement or  Death.


                        ARTICLE II

                      PARTICIPATION

     Section 2.1. Participation Service Requirements. Effective on 
and after January 1, 1991, every Eligible Employee who was a 
Participant in the Plan on December 31, 1990 shall continue as a 
Participant in the Plan and every other Eligible Employee shall 
become a Participant in the Plan after satisfying the participation 
service requirements of Section 1.2 with an Employer or an Affiliated 
Company; provided, however, if he is not employed by an Employer as 
an Eligible Employee on such Entry Date, he will not become a 
Participant until the first date thereafter on which he so completes 
an Hour of Service with an Employer.




FINA CAPITAL ACCUMULATION PLAN - 3
<PAGE>   8
     Section 2.2. Compensation for Plan Year of Entry. For purposes 
of Article III, the Compensation of a Participant (for the Plan Year 
in which he becomes a Participant) shall not include his Compensation 
prior to his Entry Date.

    Section 2.3. Reemployment of Prior Participant. Any Participant 
who is reemployed following his Termination of Employment shall 
recommence participation as of the first day of the month following 
the date he first completes an Hour of Service with the Employer 
after his reemployment.

    Section 2.4. Special Rules for Change in Status.

     (a) Participation.

         Change to Eligible Employee Status. A person who changes status  
         from an Ineligible Person (as defined at Section  17.15) to Eligible
         Employee (as defined in Section 17.15)  shall become a Participant in
         the Plan on the later of:

             (i)  the first day of the month following the date on which he
                  first completes an Hour of Service as an Eligible  Employee,
                  or

             (ii) the Entry Date coincident with or next following the date on
                  which he becomes a Participant in accordance with the 
                  requirements of
                  Section 2.1.

         Allocation of the Employer Contribution and Forfeitures, if any,
         for such a Participant for the Plan Year during which such change in
         status occurs shall be based solely on his Compensation as determined
         in accordance with Section 2.2  and his Employee After-Tax and/or
         Employee Pre-Tax  Contributions.

     (b) Change to Ineligible Person Status. A Participant who  ceases to
         be an Eligible Employee but continues to be an Employee (including a
         Participant who becomes a member of a  collective bargaining unit the
         recognized representative of which has not agreed to participation in
         the Plan by  members) shall continue to participate in the Plan for
         all  purposes except that he shall not accrue any further benefit nor
         shall he be entitled to make further Employee  After-Tax or Employee
         Pre-Tax Contributions (if any are  otherwise permitted). However, a
         Participant who ceases to  be an Eligible Employee shall be entitled
         to share in the  Employer Contributions and Forfeitures (if otherwise
         herein  applicable) for the Plan Year during which such change in 
         status occurs based solely on his Compensation, and  Employee
         After-Tax and/or Employee Pre-Tax Contribution  (made prior to such
         change in status) for such Plan Year as  an Eligible Employee.




FINA CAPITAL ACCUMULATION PLAN - 4
<PAGE>   9
                             ARTICLE III

               PARTICIPANT AND EMPLOYER CONTRIBUTIONS

    Section 3.1. Participant Elections. Except as herein limited, 
each Eligible Employee who has satisfied the requirements for 
participation may file a written election, on forms to be provided by 
the Committee, directing his Employer to:

     (a)  Pre-Tax Contributions. Withhold a uniform amount 
from his Basic Compensation and make an Employee Pre-Tax 
Contribution of a corresponding amount to the Plan. Such  
salary deferral election may only direct the withholding 
from the Participant's Basic Compensation within the range  
set forth at Section 1.3. Such salary deferral elections  
must be elected in even one percent (1%) increments. All  
such Employee Pre-Tax Contributions shall be credited to  
the Participant's Employee Pre-Tax Account.

              (i)  Calendar Year Individual Pre-Tax ($7,000) Limitation.        
                   Notwithstanding any other provision of the Plan, for each
                   calendar year (regardless of the Plan Year) no  Participant
                   shall contribute an amount through an  Employee Pre-Tax
                   Contribution which exceeds $7,000  (adjusted from time to
                   time for any cost-of-living  increase adjustment provided
                   pursuant to Code Section  4O2(g)(5)).

                   If the Plan would otherwise receive an amount of a 
                   Participant's Pre-Tax Contribution in excess of the 
                   foregoing limit, such amount shall, depending on the 
                   Participant's prior election, either  (A) be deducted        
                   each pay period and contributed as Employee After-Tax 
                   Contributions described in Subsection (b) in addition  to
                   the Participant's other After-Tax Contributions or  (B) if
                   no such election has been made, be deemed an  "Excess
                   Deferral" and be dealt with as provided at  Subparagraph
                   (ii) immediately below.

              (ii) No Distribution of Excess Deferrals. If any portion of       
                   a Participant's Pre-Tax Contributions under this Plan  is
                   designated an Excess Deferral, such Excess Deferral  shall
                   not be distributed until the time it would have  been
                   distributed if such designation had not been  made.

     (b)  After-Tax Contribution. Make an Employee After-Tax 
Contribution to the Plan for each pay period in an amount, 
within the range set forth at Section 1.4, of such Basic 
Compensation. Such employee After-Tax Contribution election 
must be elected in even one percent (1%) increments.




FINA CAPITAL ACCUMULATION PLAN - 5
<PAGE>   10
    (c)  Time for Making or Changing Pre-Tax and/or After-Tax  Elections.
         The applicable percentage of payroll deductions  semiannually
         (as of any date set forth in Section 1.5, or  such other semiannual
         dates as the Committee may from time  to time establish, upon
         reasonable notification to  Participants) by providing written notice
         to the Committee  on a form, in a manner and at such time prior to the 
         payroll period to which it applies as prescribed by the  Committee.

    (d)  Suspension of Contribution Elections. Notwithstanding the limitations
         at Subsection 3.1(c) above, at such time(s) and for such minimum 
         period as provided in Section 1.6,  suspend his Employee Pre-Tax 
         and/or After-Tax  Contributions, by providing written notice to the 
         Committee  (on a form and in a manner prescribed by the Committee) at
         such time prior to the first payroll period to which such suspension 
         applies as the Committee may from time to time administratively 
         establish, provided reasonable notice of such deadline is provided to
         Participants.

         Participant's Employee Pre-Tax Contributions or Employee  After-Tax
         Contributions shall resume automatically at the  prior rate(s) or if
         such Participant chooses (within the   permissible range of such
         contributions) by filing an  appropriate written election at the time
         and in the manner  set forth above for such Participant elections, at
         any  different rate selected by the Participant. No retroactive 
         contributions may be made by or on behalf of a Participant.

    (e)  Omission of Eligible Employee.  Notwithstanding the  preceding
         provisions of this Section 3.1, if, in any Plan  Year, any Employee
         who should be included as a Participant in the Plan is
         erroneously omitted through an  administrative error, such omission
         shall be corrected as  soon as administratively feasible.  If the
         omission is  discovered after a contribution by the Employer for the 
         year has been made, then the Employer shall make a  subsequent
         contribution with respect to the omitted  Employee in the amount which
         the Employer alone would have  contributed with respect to him had he
         not been omitted and  assuming solely for these purposes that the
         omitted  Employee had made the maximum permissible Employee Pre-Tax 
         Contribution and Employee After-Tax Contribution.  Such  Employer
         contribution shall be made regardless of whether  or not it is
         deductible in whole or in part by the Employer  in any taxable year
         under applicable provisions of the  Code.

    (f)  Inclusion of Ineligible Employee.  If any person is  erroneously
         included and such incorrect inclusion is  discovered after an Employee
         After-Tax Contribution or Employee Pre-Tax Contribution (or both)
         or after an  Employer Matching Contribution for the year has been
         made,  the Employee After-Tax and/or Employee Pre-Tax  Contributions
         shall be treated as made under a mistake of  fact and the Employee
         After-Tax or Employee Pre-Tax  Account(s) resulting therefrom shall be
         returned to the



FINA CAPITAL ACCUMULATION PLAN - 6
<PAGE>   11
         individual, as soon as administratively feasible, but such  returned
         monies shall not exceed the actual amount  contributed as Employee
         After-Tax and Employee Pre-Tax  Contributions.  Further, the Employer
         shall not be entitled  to recover the Employer Matching Contribution
         made with respect to the Ineligible Person regardless of whether
         or  not a deduction is allowable with respect to such  contribution. 
         In such case, the amount of Employer  Matching Contribution with
         respect to the Ineligible Person  shall constitute a forfeiture for
         the Plan Year in which  the discovery is made.

      Section 3.2.  Employer Matching Contributions Subject to the  Limitations
of Article IV.
   
    (a)  General Rule.  An Employer shall, out of its Net Profits,      
         make a Matching Contribution to the Plan for each  Participant in its
         employ in an amount which, when added to  any forfeiture amount being
         credited to such Participant  for that pay period, will equal the
         amount determined at  Section 1.7(a).

    (b)  Increased Match.  Effective July 1,  1991,  the Employer       
         Matching Contribution shall be the amount determined at  Section
         1.7(b).

     Section 3.3 Payment to Trustee.  The Employee After-Tax and 
Employee Pre-Tax Contributions for a pay period ending within a 
particular month shall be sent to the Trustee in cash no later than 
30 days after the end of such month.  The Matching Contribution may 
be made in cash or in the form of Company Stock, or in any 
combination thereof, and shall be sent to the Trustee no later than 
30 days after the end of such month.  The value of any Company Stock 
contributed as a Matching Contribution shall be the closing price of 
such stock on the open market as of the date of contribution if such 
stock was traded on the open market on such date.  If such stock was 
not traded on the open market as of the date of the contribution, 
then the value of the Company Stock shall be the closing price of 
such stock on the open market as of the date next preceding the date 
of the contribution that such stock was traded on the open market.  
If any Employer is prevented from making a contribution which it 
would otherwise have made by reason of having no Net Profits or 
because Net Profits are less than the contribution which it would 
otherwise have made, then so much of the contribution which such 
Employer was prevented from making shall be made for the benefit of 
the Participants in the employ of such Employer by the other 
Employers to the extent of their Net Profits in such proportions as 
such other Employers may determine.




FINA CAPITAL ACCUMULATION PLAN - 7
<PAGE>   12
     Section 3.4.  Limitations.

     (a)  Limitation on Employee Pre-Tax Contribution.

          (1)  Notwithstanding anything herein to the contrary, if 
               the Actual Deferral Percentage of Highly Compensated 
               Participants exceeds the greater of:

               (i)  1.25 times the Actual Deferral Percentage of all 
                    Non-Highly Compensated Participants for such Plan 
                    Year, or

               (ii) 2 times the Actual Deferral Percentage of 
                    Non-Highly Compensated Participants, provided 
                    that the Actual Deferral Percentage for 
                    Participants who are Highly Compensated Employees 
                    does not exceed the Actual Deferral Percentage of 
                    Non-Highly Compensated Participants by more than 
                    two (2) percentage points,

               or if total Employer Contributions for one or more 
               Participants exceed the applicable limitations of 
               Section 4.1, then the Committee shall take the actions 
               described in paragraphs (2) through (4) below.

               In determining a Highly Compensated Participant or 
               Non-Highly Compensated Participant for purposes of 
               this Section, only Employees who have satisfied the 
               eligibility requirements of Section 2.1, whether or 
               not they made a before tax Salary Deferral 
               Contribution, shall be considered.

          (2)  First, reduce the Employee Pre-Tax Contributions 
               allocable to each affected Participant so as to 
               satisfy the applicable Code Section 415 limitations of 
               Section 4.1.

          (3)  Next, in accordance with Reg.  Section 1.401(k)-1(f)(2), 
               reduce the Employee Pre-Tax Contributions of those 
               Highly Compensated Participants whose deferral 
               percentages are the highest (working in descending 
               order) which, once reduced, will be sufficient to 
               comply with paragraph (a)(1) above.

               Example of Reduction Method:  If Employees A, B and C 
               (all Highly Compensated Participants) had the 
               following compensation and deferral percentages:





FINA CAPITAL ACCUMULATION PLAN - 8
<PAGE>   13
               Employee             Compensation           Deferral
               A                    $100,000                 7.0%
               B                    $200,000                 3.5%
               C                    $200,000                 3.0%
               ADP                                           4.5%

               If necessary to achieve an ADP of 3.3, it would only be 
               necessary to reduce Employee A to 3.5 (3.5 + 3.5 + 3.0 = 3.3).
               If it were necessary to reduce the ADP below 3.3,  then it would
               it become necessary to reduce both Employee A and B.

               Nothing herein shall be deemed to prohibit the Committee  from
               soliciting additional Employee Pre-Tax Contributions  from 
               Non-Highly Compensated Participants.

          (4)  If contributions exceed the Actual Deferral Percentage limits 
               provided for in Subsection 3.4(a)(1) (called "Excess 
               Contributions" in the Code) at the end of the Plan Year, such 
               Excess Contribution (and any income allocable to such  
               contribution) shall be returned to the Highly Compensated  
               Employees whose Pre-Tax Contributions were reduced at paragraph
               (3) above, if administratively reasonable, within  2-1/2 months
               after the close of such Plan Year, but in no  event later than 
               the end of the next Plan Year.

               Income allocable to such Excess Contributions is equal to the 
               sum of the allocable gain or loss for the Plan Year and the
               allocable gain or loss for the period from the end of the
               Plan Year until the date of distribution.  Income  allocable to
               Excess Contributions for the Plan Year is  determined by 
               multiplying the total income for the Plan  Year attributable to
               Pre-Tax Contributions by a fraction  the numerator of which is 
               the Excess Contributions on  behalf of the Highly Compensated 
               Employee for the Plan Year  and the denominator of which is 
               such Employee's Pre-Tax Account balance at the end of the Plan 
               Year reduced by any  gain allocable to such Account for the Plan
               Year and increased by any loss allocated to such Account for the
               Plan Year.  Income allocable to the period between the end of 
               the Plan Year and the date of distribution of the Excess 
               Contribution is 10% of the income for the Plan Year  multiplied
               by the number of months that have elapsed since the end of the 
               Plan Year.  For this purpose a distribution  will be treated as
               made on the last day of the preceding month if it is made on or
               before the 15th day of the month  and at the end of the month
               if it is made after the 15th  day of that month.




FINA CAPITAL ACCUMULATION PLAN - 9
<PAGE>   14
          (5)  If the Employer has a plan or plans that must be treated 
               (with this Plan) as one plan for purposes of Sections 401(a)(4)
               and  410(b) of the Code, all elective (401(k)) contributions 
               made under  this Plan and such plans shall be treated as made 
               under a single plan.
               
          (6)  If for any Plan Year any Highly Compensated Employee is 
               eligible to participate in more than one cash or deferred 
               (401K)) arrangement of an Employer, the Actual Deferral 
               Percentage shall be calculated by treating all cash or deferred
               arrangements in which such Highly Compensated Employee is 
               eligible to participate as one arrangement.

     (b)  Definitions.  For purposes of this Article III, the following 
terms shall have the following designated meanings:

               (i)  "Actual Deferral Percentage" for each Plan Year means 
                    the average of the fractions of each Participant, where 
                    the numerator of the fraction is the amount allocated to 
                    the Participant Employee's Pre-Tax Contribution Account 
                    and the denominator is his or her Compensation for such 
                    Year.  For purposes of determining the ratio of Employee 
                    Pre-Tax Contributions to Compensation of a Highly 
                    Compensated Participant who is a five percent (5%) owner 
                    or one of the ten (10) Employees paid the highest 
                    compensation during the year, the Employee Pre-Tax 
                    Contributions and Compensation of such Highly Compensated 
                    Employee shall include the Employee Pre-Tax Contributions 
                    and Compensation of Family Members of such Highly 
                    Compensated Employee, and such Family Members shall be 
                    disregarded in determining the "actual deferral percentage" 
                    for Participants who are not Highly Compensated Employees.
                    Employee Pre-Tax Contributions may be taken into account 
                    for a Plan Year only if they are actually allocated to the
                    Participant's Account as of a day within that Plan Year.

               (ii) "Highly Compensated Participant" means an Employee who has
                    satisfied the eligibility requirements of Section 2.1 
                    whether or not he or she has made an Employee Pre-Tax 
                    Contribution election and who is further defined as a 
                    Highly Compensated Employee in Section 17.26 of this Plan.
                    Application of this test shall be made with reference to 
                    the rules at Code Section 414(q) and any applicable 
                    regulations thereto.

               (iii)"Non-Highly Compensated Participant" means an Employee 
                    who has satisfied the eligibility requirements of Section 
                    2.1 whether or not he or she has made an Employee Pre-Tax




FINA CAPITAL ACCUMULATION PLAN - 10
<PAGE>   15
                    Contribution election and who is further defined as a 
                    Non-Highly Compensated Employee in Section 17.27 of this 
                    Plan.

     (C)  Limitation on Matching Contributions and Employee After-Tax 
          Contribution.

          (1)  Notwithstanding anything herein to the contrary, if the 
               Average Contribution Percentage of Highly Compensated 
               Participants exceeds the greater of:

               (i)  1.25 times the Average Contribution Percentage of all 
                    Non-Highly Compensated Participants for such Plan Year, or

               (ii) 2 times the Average Contribution Percentage of Non-Highly 
                    Compensated Participants, provided that the Average 
                    Contribution Percentage for Participants who are Highly 
                    Compensated Employees does not exceed the Average 
                    Contribution Percentage of Non-Highly Compensated 
                    Participants by more than two (2) percentage points, 

               or if total Employer Contributions for one or more Participants 
               exceed the applicable limitations of Section 4.1, then the 
               Committee shall take the actions described in paragraphs (2) 
               through (4) below.

               In determining who is a Highly Compensated Participant or 
               Non-Highly Compensated Participant for purposes of this Section, 
               only such Employees who have satisfied the eligibility 
               requirements of Section 2.1, Whether or not they made a Pre-Tax
               Salary Deferral Contribution, shall be considered.

          (2)  First, reduce the Employee After-Tax Contributions and Matching
               Contributions allocable to each affected Participant so as to 
               satisfy the applicable Code Section 415 limitations of Section 
               4.1.

          (3)  Next, in accordance with Reg.  Section 1.401(m)-1(e)(2), reduce
               the Employee After-Tax Contributions and Matching Contributions
               of those Highly Compensated Participants whose contribution 
               percentages are the highest (working in descending order) which,
               once reduced, will be sufficient to comply with paragraph (c)(1)
               above.

               This same reduction process shall be used to the extent 
               necessary to reduce the Average Contribution Percentage of 
               Highly Compensated Employees to the extent necessary to comply 
               with the




FINA CAPITAL ACCUMULATION PLAN - 11
<PAGE>   16
           requirements of Section 1.401(m)-2 of the Income Tax Regulations 
           precluding multiple use of the alternative [two percent (2%)] 
           limitation of Section 3.4(a)(1)(ii) and (c)(1)(ii).

      (4)  If contributions exceed the Average Contribution Percentage 
           limits provided for in Section 3.4(c)(1) (called "Excess Aggregate 
           Contributions" in the Code) at the end of the Plan Year, the amount 
           of the Excess Aggregate Contribution for such Plan Year (and any 
           income allocable to such contribution) shall be dealt with as 
           follows:

           (i)  First, Employee After-Tax Contributions that were not matched 
                by Matching Contributions shall be treated as Excess Aggregate
                Contributions, to the extent of such Excess Aggregate 
                Contributions and distributed to the Highly Compensated 
                Employee;

           (ii) Next, any remaining Excess Aggregate Contributions shall be 
                allocated pro rata to remaining Employee After-Tax 
                Contributions and Matching Contributions.  Excess Aggregate 
                Contributions so allocated to Employee After-Tax Contributions
                shall be distributed to the Highly Compensated Employees on 
                whose behalf they were contributed not later than two and 
                one-half (2-1/2) months after the close of the plan year for 
                which they were contributed.  Matching Contributions made with
                respect to such returned Employee After-Tax Contributions 
                shall be forfeited if forfeiture is permissible under Section 
                411 of the Code or, if forfeiture is not permitted by Section 
                411, distributed (with any income allocable thereto) at the 
                same time the Employee After-Tax Contributions are distributed.

                Income allocable to such Excess Aggregate Contributions is 
                equal to the sum of the allocable gain or loss for the Plan 
                Year and the allocable gain or loss for the period from the end
                of the Plan Year until the date of distribution.  Income 
                allocable to Excess Aggregate Contributions for the Plan Year 
                is determined by multiplying the total income for the Plan Year
                attributable to Employee After-Tax Contributions and Matching 
                Contributions by a fraction the numerator of which is the 
                Excess Aggregate Contributions on behalf of the Highly 
                Compensated Employee for the Plan Year and the denominator of 
                which is such Employee's Post-83 Match and Employee After-Tax 
                Account balances at the end of the Plan Year reduced by any 
                gain allocable to such Account for the Plan Year and increased
                by any loss allocated to such Accounts for the Plan Year.  
                Income allocable to the period




FINA CAPITAL ACCUMULATION PLAN - 12
<PAGE>   17
               between the end of the Plan Year and the date of distribution of 
               the excess contribution is 10% of the income for the Plan Year 
               multiplied by the number of months that have elapsed since the 
               end of the Plan Year.  For this purpose a distribution will be 
               treated as made on the last day of the preceding month if it is
               made on or before the 15th day of the month and at the end of 
               the month if it is made after the 15th day of that month.

     (5)  If an Employer has a plan or plans that must be treated (with this 
          Plan) as one plan for purposes of Sections 401(a)(4) and 410(b) 
          of the Code, all Employee After-Tax and Employee Matching 
          Contributions made under this Plan and such plans shall be treated as 
          made under a single plan.

     (6)  If for any Plan Year any Highly Compensated Employee is eligible to 
          participate in more than one arrangement of an Employer subject to 
          Section 401(m) of the Code, the Average Contribution Percentage shall
          be calculated by treating all such arrangements in which such Highly
          Compensated Employee is eligible to participate as one arrangement.

     (7)  For purposes of this Subsection  3.4(c):

          (i)  "Average Contribution Percentage" means for each Plan Year the 
               average of the fractions of each Participant, where the 
               numerator of the fraction is the amount allocated to the 
               Participant's After-Tax Account and Post-83 Match Account and 
               the denominator is his or her Compensation for such Year. For 
               purposes of determining the ratio of Employee After-Tax 
               Contributions and Matching Contributions to Compensation of a 
               Highly Compensated Employee who is a five percent (5%) owner or
               one of the ten (10) Employees paid the highest compensation 
               during that year, the Employee After-Tax Contributions, 
               Matching Contributions and Compensation of such Highly 
               Compensated Employee shall include the Employee After-Tax 
               Contributions, Matching Contributions and Compensation of 
               Family Members of such Highly Compensated Employee, and such 
               Family Members shall be disregarded in determining the Average 
               Contribution Percentage for Participants who are not Highly 
               Compensated Employees.

               Employee After-Tax Contributions and Matching Contributions may
               be taken into account for a Plan Year only if they are actually
               allocated to the Participant's Account as of a day within that 
               Plan Year.




FINA CAPITAL ACCUMULATION PLAN - 13
<PAGE>   18
                             ARTICLE IV 

        LIMITATION ON ANNUAL ADDITIONS SECTION

     4.1. LIMITATION ON ANNUAL ADDITIONS. 
                           
     (a)  General Rule.  Notwithstanding any other provision of the Plan, 
the sum of the Annual Additions for each Participant for any  Limitation Year
shall not exceed the lesser of:

             (i)  $30,000 adjusted for each Limitation Year to take into 
account any cost-of-living increase adjustment provided for the  Limitation
Year pursuant to Section 415(d) of the Code; or

             (ii) 25%  of the Participant's Limitation Year Compensation.

     (b)  Annual Additions Defined.  The term "Annual Additions" means 
the sum of the following amounts allocated to a Participant's  accounts as of
any date during the Limitation Year under this Plan or  any other Defined
Contribution Plan maintained by any Employer:

             (i)  forfeitures and Employer contributions (which includes 
Participant Pre-Tax Contributions, which are for these purposes  employer
contributions); plus

             (ii) Employee After-Tax Contributions, if any (other than rollover 
contributions, if any); plus

             (iii)amounts allocated after March 31, 1984, to any individual 
medical account as defined in Code Section 415(i)(1) which is  part of any
qualified defined benefit plan maintained by the  Company, and

             (iv) amounts derived from contributions paid or accrued after 
December 31, 1985 in Plan Years ending after that date which  are attributable
to post-retirement medical benefits allocated  to the separate account of any
Key Employee, under a welfare  benefit fund as defined in Code Section 419(e)
by any Employer.

                  However, amounts described in (iii) and (iv) above do not 
apply  in determining the percentage limit of Section 4.1(a)(ii).





FINA CAPITAL ACCUMULATION PLAN - 14
<PAGE>   19
     Section 4.2. Multiple Plan Reduction.
                            
     (a)  General Rule. If any Participant under this Plan is a Participant 
in one or more Defined Benefit Plans and one or more Defined  Contribution
Plans maintained by any Employer, the sum of his Defined  Benefit Plan Fraction
and the Defined Contribution plan Fraction as  defined by Sections 415(e)(2)
and (3) of the Code) for any such  Limitation Year may not exceed 1.0.

     (b)  The Defined Benefit Plan Fraction for any Limitation Year is a 
fraction in which the: (i)  numerator is the projected Annual Benefit  {as
defined at Subsection 4.2(g)} of the Participant under the Plan  (determined as
of the close of the Plan Year), and (ii) the  denominator is the lesser of: (A) 
product of 1.25 multiplied by the  maximum dollar limitation in effect under
Section 415(b)(1)(A) of the  Code for such Limitation Year, or (B) the product
of 1.4 multiplied  by the amount which may be taken into account under Section 
415(b)(1)(B) of the Code for such Limitation Year.

     (c)  The Defined Contribution Plan Fraction for any Limitation Year is a 
fraction in which the:  (i) numerator is the sum of the "annual  additions" to
the Participant's Account as of the close of the Plan  Year and the (ii)
denominator is the sum of the lesser of the  following amounts determined for
such year and each prior year of  service with any Employer:  (A) the product
of 1.25 multiplied by the  dollar limitation in effect under Section
415(c)(1)(A) of the Code  for such Limitation Year (determined without regard
to Section  415(c)(6) of the Code), or (B) the product of 1.4 multiplied by the 
amount which may be taken into account under Section 415(c)(1)(B) or  Section
415(c)(7), if applicable, of the Code for such Limitation  Year (For Limitation
Years beginning prior to January 1, 1987, annual  additions shall not be
recomputed to treat all employee contributions  as annual additions).

     (d)  For purposes of the preceding Subsection (c), the term 
"Participant's Account" shall mean the account(s) established and  maintained
for each Participant with respect to his total interest in  the Defined
Contribution Plan maintained by the Employer resulting  from the Employer's
contribution.

     (e)  Effect of Top Heavy Plan Status on Multiple Plan Reduction Rule.  
Notwithstanding any other provision of this Plan, for any Top  Heavy Plan Year,
unless the Secondary Minimum Annual Allocation is  provided pursuant to
Subsection 13.2, and the secondary minimum  annual allocation or benefit
(whichever is applicable under Code  Section 416(h)) is provided under all
plans of the Required  Aggregation Group (as defined at Subsection 13.1(f)(i)
(or the 7-1/2  percent rule of Subsection 13.2, if applicable, is complied
with),  then in computing the denominators




FINA CAPITAL ACCUMULATION PLAN - 15
<PAGE>   20
of the Defined Benefit and Defined Contribution Plan Fractions, a 
factor of 1.0 shall be substituted for 1.25 in Subsections 4.2(b) 
and (c). For any Super Top Heavy Plan Year 1.0 shall be substituted 
for 1.25 in any event.

     (f)  Excessive Benefit - Adjustment.  If the sum of the Defined 
Benefit Plan Fraction and the Defined Contribution Plan Fraction 
shall exceed 1.0 in any Limitation Year for any Participant in this 
Plan, the Committee shall reduce the Annual Additions to this Plan to 
the extent necessary to assure that the sum of both fractions shall 
not exceed 1.0 in any Limitation Year for such Participant, but only 
if the pension plan or plans do not provide for a reduction in 
benefit accruals to satisfy this limitation.

     (g)  Annual Benefit as used in this Article shall mean the 
pension benefit payable from the Pension Plan adjusted in accordance 
with Section 1.415-3(b)(1) of the Income Tax Regulations.

    Section 4.3. Definitions Relating to Annual Addition Limitations. 
For purposes of the Plan, the following definitions shall apply:

      (a)    "Retirement Plan" means (i) any pension, profit sharing, 
or stock bonus plan described in Section 401(a) of the Code, which 
includes a trust exempt from tax under Section 501(a) of the Code, 
(ii) any annuity plan or annuity contract described in Sections 
403(a) or 403(b) of the Code, (iii) any qualified bond purchase plan 
described in Section 405(a) of the Code, and (iv) unless exempt 
pursuant to Code Section 415(c)(2), any individual retirement 
account, individual retirement annuity or retirement bond described 
in Sections 408(a), 408(b) or 409 of the Code and any simplified 
employee pensions described in Section 408(k) of the Code.

      (b)    "Defined Contribution Plan" means a Retirement Plan 
(whether or not terminated) which provides for an individual account 
for each participant and for benefits based solely on the amount 
contributed to the participant's account, and any income, expenses, 
gains and losses, and any forfeiture of accounts of other 
participants which may be allocated to such participant's account.

      (c)    "Defined Benefit Plan" means any Retirement Plan 
(whether or not terminated) which is not a Defined Contribution Plan; 
provided, however, that if a Defined Benefit Plan provides for 
voluntary employee contributions, such voluntary employee 
contributions shall be considered as a separate Defined Contribution 
Plan for purposes of applying the limitations of Section 415 of the 
Code and the provisions of this Article.

      (d)      "Limitation Year" means the twelve consecutive month period 
ending on the last day of the Plan Year.




FINA CAPITAL ACCUMULATION PLAN - 16
<PAGE>   21
      (e)    "Limitation Year Compensation" means all amounts actually paid 
or made available by the Company during a Limitation Year for 
services and includable in the Participant's gross income, including 
bonuses, overtime pay, vacation pay and disability pay, but excluding 
deferred compensation, stock options and other distributions which 
are excluded from gross income or receive special tax benefits.

      Section 4.4. Reduction of Annual Additions. If it is determined 
that the Annual Additions to a Participant's accounts for any 
Limitation Year would exceed the limitations of this Article, such 
Annual Additions shall be reduced to bring them within such 
limitations in the following manner:

      (a)    Employee After-Tax Contributions which are included in 
such Annual Additions shall be returned to the Participant to the 
extent permitted by Article III.

      (b)    If further reductions are necessary, then such 
Participant's allocable share of the Employer's contribution and/or 
forfeitures which have been applied in reduction of an Employer's 
obligations for the Plan Year ending within the Limitation Year shall 
be reduced.  The amount of such reduction shall be credited to an 
Unallocated Employer Contribution Account. Such Account shall not be 
subject to adjustment pursuant to Article V and shall be deemed an 
Employer contribution for the succeeding Plan Year.

Notwithstanding the foregoing, if a Participant in this Plan is also 
a participant in another qualified plan maintained by an Employer, 
the Committee may agree with the named fiduciaries of such other 
plans that adjustments to the Participant's accounts and/or benefits 
under such other plans shall be made in addition to or in lieu of the 
adjustments otherwise required by this Section in order to comply 
with the limitations of this Article and Section 415 of the Code.


                                  ARTICLE V

                   PLAN ACCOUNTING, RECORDKEEPING
                      AND DIRECTED INVESTMENTS

      Section 5.1. Plan Accounting Records.  The Committee shall, in 
conjunction with the Plan's recordkeeper, establish and maintain a 
set of accounting records for the Plan for the purpose of accounting 
for the benefit of Participants and their beneficiaries under the 
Plan and for all receipts, disbursements and liabilities of the Plan.

      All Employee After-Tax Contributions made by a Participant 
pursuant to Subsection 3.1(b), and all Company Stock and other 
amounts attributable to




FINA CAPITAL ACCUMULATION PLAN - 17
<PAGE>   22
contributions made by such Participant to the First Thrift Plan, 
shall be allocated to such Participant's Employee After-Tax Account 
under this Plan.

      All Company Stock and other amounts attributable to 
contributions made by an Employer to the First Thrift Plan for a 
Participant shall be credited to such Participant's Pre-84 Match 
Account under this Plan.  All amounts attributable to Matching 
Contributions made by an Employer for a Participant pursuant to 
Section 3.2, and all forfeitures applied pursuant to Subsection 
6.3(c)(iv) to reduce the Matching Contributions which would otherwise 
have been made by an Employer for such Participant, shall be credited 
to such Participant's Post-83 Match Account under this Plan.

      All accounts maintained for a Participant shall sometimes be 
collectively referred to as "Account" or "Accounts".  All of the same 
type of Accounts maintained for a Participant shall sometimes be 
collectively referred to in the singular.  In addition, the Plan's 
accounting records shall otherwise be organized and contain such 
information as is necessary and desirable for the preparation of 
financial and other reports and information as required under the 
Plan or by law.

      The fair market value of trust assets shall be determined at 
least once in each Plan Year in accordance with a method consistently 
followed and uniformly applied, and the Accounts of all Participants 
shall be adjusted in accordance with the valuation.

    Section 5.2. Trust and Directed Investment Accounts.
                                                
      (a)    General Rules With Regard to Direction of Investments.  
The Committee shall notify all Participants that they may direct or 
redirect investment of their Accounts as herein set forth by filing a 
written direction with the Committee.  The Committee, in its sole and 
absolute discretion, shall establish and communicate to the 
Participants uniform and nondiscriminatory rules and policies in 
connection therewith which, by way of illustration only and not by 
way of limitation, may:

                (i) require that each Participant who directs the 
investment of his Accounts must control the investment of such entire 
Accounts;

              (ii)  limit the periods during which amounts may be 
transferred and their frequency of transfer to the first month of 
each quarter of the Plan Year, or to semiannual dates etc.

              (iii) limit the right of direction to investment in a 
qualified category of assets.

             Notwithstanding anything herein to the contrary, a 
Participant may direct the investment of his Accounts only in 
investments which are permitted under the provisions of the Plan and 
Trust which would




FINA CAPITAL ACCUMULATION PLAN - 18
<PAGE>   23
not constitute a prohibited transaction pursuant to the Act or Code.

     (b)   Investment of Employee After-Tax. Employee Pre-Tax, Pre-84 and 
Post-83 Match Accounts.  For investment purposes, the Trust may be 
divided into such number and kind of separate and distinct investment 
funds as the Committee may from time to time authorize in its 
absolute discretion ("Investment Funds"); provided, however, that no 
common or preferred stock of a corporation other than that of either 
an Employer or PSA Stock shall be acquired and held for any such 
Investment Fund. Subject to said stock investment limitation, the 
Trust assets allocated to a particular Investment Fund shall be 
invested by the Trustee in such type of property, whether real, 
personal or mixed as the Trustee is directed to acquire and hold for 
such Investment Fund.

     (c)   Direction.  Upon becoming a Participant in the Plan each 
Participant shall direct, on a form prescribed by and filed with the 
Committee, that:

           (i)  the contributions and other amounts credited to his 
Employee After-Tax and Employee Pre-Tax Accounts be invested,  in percentage
multiples authorized by the Committee, in one or more of the following: 
Company Stock, PSA Stock, or one or  more of the Investment Funds authorized
from time to time by  the Committee; and

           (ii) the contributions and other amounts credited to his Pre-84 
and Post-83 Match Accounts be invested, in percentage multiples  authorized by
the Committee, in Company Stock and/or PSA Stock.

     (d)   Failure to Direct.  If a Participant fails to give any such 
investment direction in accordance with Subsection (c) above, all 
contributions and other amounts credited to his Employee After-Tax 
Account, and Employee Pre-Tax Account shall be invested in such money 
market Investment Fund(s) as the Committee shall from time to time in 
its absolute discretion designate, and all contributions and other 
amounts credited to his Pre-84 and Post-83 Match Accounts shall be 
invested in Company Stock.

     (e)  Change of Directed Investments.
                         
          (i)  Future Contributions. A Participant may change his investment 
direction with respect to future contributions to his Pre-Tax  and/or After-Tax
Accounts on such date(s) as set forth at  Section 1.8(a) above (or at such
other times as the Committee  may from time to time in its sole and absolute
discretion  establish upon reasonable notice to Participants), provided that
the written notice of such Participant's change is delivered to the Committee




FINA CAPITAL ACCUMULATION PLAN - 19
<PAGE>   24
by such date prior to the effective date of such change as the 
Committee may from time to time, in its sole and absolute discretion 
establish, also upon reasonable notice of such deadline to 
Participants.

             (ii) Part or All of Account Balances.  In addition, a Participant 
may redirect the investment of part or all of his/her Account  balances, such
change(s) to be processed on such date(s) as  set forth at Section 1.8(b) above
(or at such other times as the  Committee may from time to time, in its sole
and absolute  discretion establish upon reasonable notice of such date(s) to 
the Participants and, provided that the written notice of such  Participant's
change is delivered to the Committee, by such date prior to the effective date
of such change as the Committee may from time to time in its sole and absolute
discretion establish, also upon reasonable notice of such deadline to
Participants.

     (f)   Dividends on Company Stock. All cash dividends, stock 
dividends, stock splits, interest and other amounts received by the 
Trustee with respect to the Company's Stock or PSA Stock held for an 
Employee After-Tax, Employee Pre-Tax, Pre-84 or Post-83 Match Account 
shall be credited to (and, if cash or property other than the 
security from which it was derived, used as soon as practicable to 
purchase said security for), such Account.  At the end of each month 
the portion of any Account invested in a particular Investment Fund 
shall be adjusted to reflect its proportionate share of the fair 
market value of the assets then held by the Trustee for that 
particular Investment Fund.

     (g)   Government Bonds.  Effective upon the attainment of the general 
guarantee base rate maturity for Government Bonds or as soon 
thereafter as administratively feasible, the Trustee shall surrender 
and redeem all Government Bonds.  Coincident with such redemption, 
the Trustee shall provide affected Participants an election to invest 
the proceeds of such surrendered Government Bonds allocable to their 
respective Participant's Account into one or more of the other 
Investment Fund(s).

             If a Participant fails to timely direct the investment 
of the proceeds of the surrendered Government Bonds allocable to such 
Participant's Account, then such proceeds shall be invested in such 
money market Investment Fund(s) as the Committee shall, in its sole 
discretion, have directed for investment of funds for which 
Participant direction was not provided.  No additional monies 
(whether from other Investment Funds or from additional contributions 
to the Plan from any source) may be directed to be invested into 
Government Bonds.




FINA CAPITAL ACCUMULATION PLAN - 20
<PAGE>   25
             The Participant for whose Account such Government Bond was 
previously purchased shall take such steps as the Trustee may  prescribe in
order to effect the surrender and redemption thereof by  the Trustee.

    Section 5.3.  Purchases of Company and PSA Stock. Company Stock 
may be purchased by the Trustee in the open market or from the 
Company.

      If Company Stock is purchased from the Company on a day such 
stock was traded on the open market, the price of such Company Stock 
shall be the closing price of Company Stock on the open market on 
such day.  If such stock was not traded on the open market on the 
date of the purchase from the Company, then the price of such Company 
Stock shall be the closing price of Company Stock on the open market 
on the nearest date next preceding the date of the purchase.  PSA 
Stock shall be purchased by the Trustee in such market or markets as 
may exist from time to time.

      The Trustee shall add to the cost of securities purchased any 
brokerage commissions, transfer taxes and other charges or expenses 
incident thereto, or deduct from the gross proceeds from the sale of 
securities, any such charges incident thereto. The cost to a 
Participant's Account for securities purchased shall be the average 
cost of all securities of the particular issue purchased by the 
Trustee during the calendar month in which the securities shall have 
been purchased for Participants' Accounts.


                             ARTICLE VI

                   VESTING AND PAYMENT OF BENEFITS

    Section 6.1. Early Retirement Date.  The Retirement Date means 
the date the Participant reaches the age set forth in Section 1.9.

      A Participant who continues employment beyond his Retirement 
Date shall continue to participate herein.

      Section 6.2. Disability Retirement.  "Disability Retirement" 
shall mean the Participant's Termination of Employment because of 
permanent disability.  A Participant will be considered permanently 
disabled for purposes of the Plan if he is considered (or would be 
considered if he were covered thereunder) disabled under the 
Company's long-term disability plan.




FINA CAPITAL ACCUMULATION PLAN - 21
<PAGE>   26
     Section 6.3.  Vesting.

     (a)  Employer Contribution Accounts (Pre-84 and Post-83 Match 
Accounts).  Subject to Subsection 6.3(e) and Section 13.3, if a  Participant
incurs 5 consecutive Breaks in Service prior to his  Retirement, Disability
Retirement or death, such Participant shall be  entitled to receive the full
amount credited to his Employee  After-Tax and Employee Pre-Tax Accounts, plus 
a portion of the  amount credited to his Pre-84 and Post-83 Match Accounts, as
set  forth in the applicable schedule in (i) or (ii) below, depending upon  the
number of Years of Service completed by such Participant on the  date of such
separation from employment:

          (i)  Discharge for Cause or Post-Termination Adverse Conduct. If
such Participant was not a Participant on the date this amendment and 
restatement was executed but subsequently became a Participant  and if his
employment with an Employer or Affiliated Company was terminated for Cause, as
defined in Subsection 6.3(e), or such  Participant voluntarily incurred a
termination of employment  whereupon Cause for termination is demonstrated, he
shall be  vested in a percentage of his Pre-84 and Post-83 Match Accounts in
accordance with the following schedule:

                       Years of Service                   Percentage Vested

                        Less than 3                              None
                    3  but less than 4                            20%
                    4  but less than 5                            40%
                    5  but less than 6                            60%
                    6  but less than 7                            80%
                    7  or more                                   100%

          (ii) General Rule.  All other Participants shall be entitled to 
vesting in their Pre-84 and Post-83 Match Accounts in accordance  with the
following schedule:

                       Years of Service                   Percentage Vested

                        Less than 3                               None  
                    3  but less than 4                             60% 
                    4  but less than 5                             80% 
                    5  or more                                    100%

     provided, however, that notwithstanding the foregoing schedules,
a Participant's Pre-84 and Post-83 Match Accounts shall be fully vested on and
after the day such Participant dies, retires by  reason of disability, or
attains the age of 55 years.  The  amount a Participant is entitled to




FINA CAPITAL ACCUMULATION PLAN - 22
<PAGE>   27
receive under this Section shall be distributed to such Participant 
in accordance with the provisions of Articles VI and VII, and the 
balance of such Participant's Pre-84 and Post-83 Match Accounts shall 
be forfeited.

     (b) Employee Pre-Tax and Employee After-Tax Contributions.  A 
Participant shall at all times have a nonforfeitable right in 100% of 
his Employee Pre-Tax Account and his Employee After-Tax Account.

     (c) Forfeitures.
     
         (i)  Upon the earlier of (A) the Participant's Termination 
of Employment and subsequent receipt of a total distribution of the 
Vested portion of his Match Account(s), or (B) the last day of the 
Plan Year during which such Participant incurs five (5) consecutive 
one year Breaks-in-Service, the forfeitable (non-vested) portions of 
his Match Account(s) shall be designated a "forfeiture" as of the 
last day of such Plan Year.

         (ii) The amount of any forfeiture shall be based upon the 
balance in the applicable Accounts as of the Valuation Date 
immediately preceding the date on which the forfeiture occurs.  For 
purposes of this Article VI, a forfeiture shall be charged to the 
applicable Accounts as if it were a distribution on the date the 
forfeiture occurred and, accordingly, that portion of the Account 
which is forfeited shall not share in trust fund earnings.

         (iii) A Participant whose Match Account(s) shall be charged 
with a forfeiture under Subsection 6.3(c)(i) above shall at all times 
have a nonforfeitable right in 100% of the balance in his Match 
Account(s) after the charge for the forfeiture.  Since such 
Participant's nonforfeitable right in any of the Employer 
contributions and forfeitures subsequently allocated to him shall be 
determined in accordance with Subsection 6.3(a), such allocations 
shall be credited to a separate  Match Contribution Account 
established for this purpose.

         (iv) Application of Forfeitures. Any forfeitures resulting 
under the provisions of this Article shall be credited to a 
Forfeiture Account and thereafter applied to reduce the earliest 
subsequent Matching Contributions the Employers would otherwise be 
required to make to the Plan; provided, however, that if the Plan is 
terminated, any forfeited amounts not then so applied shall be 
allocated among and credited to the Post-83 Accounts of the 
Participants in the employ of or on authorized leave of absence from 
an Employer or Affiliated Company on the date of such termination, in 
the proportion that the Basic Compensation received by each




FINA CAPITAL ACCUMULATION PLAN - 23
<PAGE>   28
such Participant during the portion of the then current Plan Year 
prior to said termination bears to the Basic Compensation received by 
all such Participants during the portion of the then current Plan 
Year prior to said termination.

     (d) Reinstatement of Forfeiture/Repayment.

         (i)  If a Participant shall terminate employment and receive a 
total distribution of the vested portion of his Account(s) (whether 
or not he was fully vested in his Match Account(s)) but then is 
reemployed before he has five (5) consecutive One Year Breaks in 
Service after the receipt of his prior distribution, the Participant 
will have a special repayment right.  The Participant may, prior to 
the earlier of the end of the five (5) year period beginning on such 
Participant's resumption of employment or said five (5) consecutive 
One Year Breaks in Service, repay in one single sum payment all, but 
not less than all, of the amount he received as a distribution from 
his Match Account(s).

              If the Participant repays the distribution as provided 
in the first paragraph then the previously forfeited (if any) portion 
of his or her Accounts shall be reinstated as of the last day of the 
Plan Year in which the repayment is made.  However, the repayment and 
reinstatement will be considered made after the trust fund earnings 
have been allocated, which means that the repaid and reinstated 
amounts will not share in income, gains or losses for the Plan 
Year(s) since the date of distribution.  Also, to the extent that all 
or part of the repaid distribution was properly included in the 
Participant's gross income, in a year of distribution, such part 
shall be allocated to the Participant's Employee After-Tax Account as 
of the date of repayment.

         (ii) The amount to be reinstated shall be taken in the Plan 
Year of repayment from the following sources (in each year exhausting 
each source before using a subsequent source):

              (A)    forfeitures;

              (B)    trust fund earnings not specifically otherwise 
allocable, if any.

              (C)    If the above sources are not sufficient to 
completely reinstate one or more Participants' forfeitures, the 
Employer shall make such further contribution as shall be necessary 
to complete the reinstatement.




FINA CAPITAL ACCUMULATION PLAN - 24
<PAGE>   29
              (iii) The amount reinstated shall not be considered an Employer 
Contribution (or an Employee contribution) for purposes of 
calculating a Participant's Annual Additions under Section 4.1 
hereof.

    (e)  Discharge for Cause or Post Termination Adverse Conduct. 
Notwithstanding anything herein to the contrary, any Participant who:

              (i)   has been discharged by the Employer for Cause or

              (ii)  voluntarily incurs a termination of employment 
whereupon Cause for discharge is demonstrated, shall not be entitled 
to any distribution prior to the earlier of:

              (iii) sixty (60) days after the end of the calendar 
year in which either the Participant attains age 55 or terminates 
employment, whichever is later  or

              (iv)  April   1  of the year after the year the 
Participant attains age 70-1/2.

      "Cause" is defined as any misdemeanor or felony or other act 
evidencing theft, embezzlement, extortion, conversion, 
misappropriation or fraud.

    Section 6.4. Commencement of Benefits.

    (a) Distribution Upon Termination, Retirement, Disability and 
Death Benefits Any amount payable to a Participant under the Plan upon his 
Termination of Employment, Retirement or Disability shall be 
distributable to such Participant in a single distribution.  Any 
amount payable under the Plan upon the death of a Participant who was 
married at the time of his death shall be distributed in a single 
distribution to the surviving spouse of such Participant unless such 
Participant had designated otherwise with the written consent of his 
spouse which is witnessed by a member of the Committee or a notary 
public.

    Any amount payable under the Plan upon the death of a 
Participant who is not married or who is married but has designated, 
as provided above, a Beneficiary other than his spouse, shall be 
distributed in a single distribution to the Beneficiary or 
Beneficiaries so designated by the Participant.

    Designation of Beneficiary or Beneficiaries shall be 
made in writing on a form prescribed by the Committee and, when filed 
with the Committee, shall become effective and remain in effect until 
changed by the Participant by the filing of a new Beneficiary 
designation form with the Committee.




FINA CAPITAL ACCUMULATION PLAN - 25
<PAGE>   30
     If an unmarried Participant fails to so designate a Beneficiary, or 
in the event all of the designated beneficiaries are individuals who 
predecease such Participant, then the Committee shall direct the 
Trustee to distribute the amount payable under the Plan in a single 
distribution to the estate of such deceased Participant.

     (b)   Latest Benefit Commencement Date.

           (i)  General Latest Date.  Unless the Participant shall 
otherwise elect pursuant to Subsection 6.4(b) or 6.4(c)(ii), 
distribution of the nonforfeitable portion of his Accounts shall be 
made or commence (in accordance with Article VII), not later than the 
60th day following the last day of the Plan Year during which the 
later of the following events occur:

                (A)   the Participant attains age 55, or

                (B)   the Participant's Termination of Employment.

           (ii) Nonascertainable Distribution.  If the amount of a 
required distribution cannot be ascertained, a distribution 
retroactive to the required commencement date may be made no later 
than 60 days after the earliest date on which the amount of such 
distribution can be ascertained under the Plan.

     (c)   TEFRA/DEFRA Supervening Distribution Requirements.

           (i)  General Life-Time Rule. Notwithstanding any provision 
in this Section or elsewhere in this Plan to the contrary, a 
Participant's entire interest in this Plan shall be distributed to 
him generally not later than the April 1st of the calendar year 
following the calendar year in which he attains age 70-1/2.

           (ii) Grandfather Rule -- Tax Reform Act of 1986. 
Notwithstanding Subsection 6.4(c)(i), in the case of an Employee 
(other than a Five Percent Owner as defined at Article I at anytime 
during the 5-Plan Year period ending in the calendar year in which 
such Five Percent Owner attains age 70), such distribution may begin 
as late as the April 1st of the calendar year following the calendar 
year in which he retires if such individual was both; already age 70 
before January 1, 1988 and was not a Five Percent Owner at any time 
during or after the Plan Year ending with or within the calendar year 
in which such Five Percent Owner attained age 66.




FINA CAPITAL ACCUMULATION PLAN - 26
<PAGE>   31
          (iii)  Grandfather Rule -- TEFRA.  Notwithstanding Subsection 
6.4(c)(i) or (ii) above, if such person has had in effect a valid 
designation made under Section 242(b)(2) of the Tax Equity and Fiscal 
Responsibility Act of 1982, such designation shall control.

           (iv)  General Post-Death Rule.

                 (A)   If Benefits Began During Lifetime.  
Notwithstanding any provision in this Plan to the contrary, if a 
Participant's benefits have commenced as provided at Subsection 
6.4(c)(i) above and the Participant dies before his entire interest 
has been distributed to him, the remaining portion of such interest 
will be distributed at least as rapidly as under the method of 
distribution being used under Subsection 6.4(c)(i) above on the date 
of his death.

                 (B)   If Benefits Did Not Begin Before Death - 
Five-Year Rule.  If a Participant dies before his or her 
distributions have commenced, such Participant's entire interest will 
be distributed within five (5) years after his/her death.

                 (C)   Exception To Five-Year Rule.  If the Beneficiary 
is the Participant's spouse, the distribution need only be made by 
the date on which the Participant would have attained age 70-1/2 
provided, however, if the surviving spouse then dies before payments 
are required to begin, then the entire interest must be distributed 
within five (5) years of the surviving spouse's death.

     Section 6.5.  Vesting Years of Service.

     (a)   Vesting Year of Service Defined.  A "Vesting Year 
of Service" means any Plan Year during which an Employee or 
Participant completes 1,000 or more Hours of Service with the Company 
or an Affiliated Company, provided that no "Vesting Year of Service" 
shall be credited for any Plan Year in which the Employee is eligible 
to make but fails to make any Pre-Tax or After-Tax Contribution.

     (b)   Determination of Vesting Years of Service.

           (i)  Post-Break Service - Pre-Break Account.  All of a 
Participant's Vesting Years of Service shall be taken into account; 
provided, however, if a Participant incurs a One Year Break in 
Service during the Plan Year in which his Termination of Employment 
occurs or the immediately following Plan Year, his




FINA CAPITAL ACCUMULATION PLAN - 27
<PAGE>   32
                Vesting Years of Service completed after such One Year Break in 
Service shall be disregarded for purposes of determining his 
forfeitable right in the balance of his pre-break Match Account(s) as 
of the date he incurs five (5) Consecutive One Year Breaks in 
Service.

           (ii) Pre-Break Service.  No Participant shall ever lose 
credit for previously credited Vesting Years of Service (this Plan 
does not contain a vesting "rule of parity").

          (iii)  Vesting Transition Rule.  Notwithstanding Subsection 
6.5(b)(i) above, for purposes of Section 11.2, (with regard to plan 
amendment) all of a Participant's Vesting Years of Service shall be 
taken into account.

           (iv)   Ineligible Person's Hours of Service for Vesting.  For 
purposes of determining Vesting Years of Service, all Hours of 
Service with an Employer or an Affiliated Company shall be counted 
regardless of status as an Ineligible Person.

                             ARTICLE VII

                         SETTLEMENT OPTIONS

     Section 7.1.  Methods of Distribution.

     (a)   General.  Distribution by the Trustee of the nonforfeitable 
portion of a Participant's Accounts will be made or commence at the 
time prescribed by Article VI in a single distribution.

     (b)   Government Bonds.  The portion of any Account invested in 
Government Bonds will be distributed in the form of such bonds or in 
cash, or in any combination thereof, as determined by the Committee 
in its absolute discretion.

     (c)   Company Stock.  The portion of any Account invested in Company 
Stock will be distributed in the form of such stock or in cash, or in 
any combination thereof, as determined by the Committee in its 
absolute discretion.

     (d)   PSA Stock. The portion of any Account invested in PSA Stock or 
PSA American Depository Receipts ("ADR's") will be converted into 
cash and distributed in the form of cash or in the form of Company 
Stock, or in any combination thereof, as determined by the Committee 
in its absolute discretion.  Any Company or PSA Stock or PSA ADR's 
which is to be converted into cash for distribution to a Participant 
or beneficiary shall




FINA CAPITAL ACCUMULATION PLAN - 28
<PAGE>   33
be sold by the Trustee in the open market during the month preceding 
the date as of which such withdrawal or other distribution occurs.  
The amount of cash to be distributed to the Participant or 
beneficiary with respect to such Company or PSA Stock or PSA ADR's 
shall be determined on the basis of the average net proceeds per 
share (i.e., gross proceeds from the sale less any brokerage 
commissions, transfer taxes and other expenses incident thereto) 
realized by the Trustee upon such sales during said month.  In lieu 
of making such sales on the open market, the Trustee in its 
discretion may match such sales with purchases to be made for such 
month pursuant to the Plan, with the prices of any such matched sales 
and purchases being determined in the same manner as provided in 
Section 5.3 for determining the price of Company Stock purchased from 
the Company.

      The portion of any Account invested in an Investment Fund 
authorized by the Committee will be converted into and distributed in 
the form of cash.

      Section 7.2.  Date for Determining Value of Account Balance. 
Notwithstanding the date or dates upon which distributions from a 
Participant's Accounts are made, such distributions shall be based 
upon the value of his Accounts as of the immediately preceding 
Valuation Date as determined from time to time by the Committee.

      Section 7.3.  Qualified Domestic Relations Order.  The 
provisions of this Article shall not apply to the extent they 
conflict with a Qualified Domestic Relations Order as determined by 
the Committee pursuant to its Qualified Domestic Relations Order 
procedure.

      Section 7.4.  Effect of Death of Beneficiary.  In the event any 
person entitled to receive death benefits survives the Participant 
but dies prior to his/her receipt of all of the benefits to which 
he/she is entitled, the balance of such benefits shall be paid (in 
accordance with Article VI) to such person's estate.

      Section 7.5.  Minors and Persons Under Other Legal Disability. 
Distributions to a minor or a person under other legal disability 
shall be made by the Trustee at the direction of the Committee:

      (a)    to either one or both of the natural or adoptive 
parents, the legal guardian or conservator of such person, or any 
other person who, as a matter of local law, is responsible for the 
financial affairs of the minor; or

      (b)    to a custodian for such person under any Uniform Gifts 
to Minors Act or Gifts of Securities to Minors Act.




FINA CAPITAL ACCUMULATION PLAN - 29
<PAGE>   34

                            ARTICLE VIII

                         PLAN ADMINISTRATION


    Section 8.1. Appointment of Committee. This Plan shall be 
administered on behalf of all Employers by a Committee composed of at 
least three (3) individuals appointed by the Board of Directors of 
the Company.  Each member of the Committee so appointed shall serve 
in such office until his death, resignation, or removal by the Board 
of Directors of the Company. The Board of Directors of the Company 
may remove any member of the Committee at any time by giving written 
notice thereof to the members of the Committee. Vacancies shall 
likewise be filled from time to time by the Board of Directors of the 
Company. The members of the Committee shall receive no remuneration 
from the Plan for their services as Committee members.

    Section 8.2. General Rights, Powers and Duties of Committee. The 
Committee shall be responsible for the management, operation and 
administration of the Plan. In addition to any powers, rights and 
duties set forth elsewhere in the Plan, the Committee shall:

    (a) construe and interpret the Plan, implement the provisions of 
the Plan and resolve all questions arising under the Plan;

    (b) adopt such rules and regulations consistent with the 
provisions of the Plan as it deems necessary for the proper and 
efficient administration of the Plan;

    (c) enforce the Plan in accordance with its terms and any rules 
and regulations it establishes;

    (d) maintain records concerning the Plan adequate to prepare 
reports, returns and other information required by the Plan or by 
law;

    (e) direct the Trustee as to the payment of benefits under the 
Plan and give such other directions and instructions necessary for 
the proper administration of the Plan;

    (f)  employ or retain agents, attorneys, actuaries, accountants 
or other persons (who also may be employed by or represent the 
Company).




FINA CAPITAL ACCUMULATION PLAN - 30
<PAGE>   35
    Section 8.3. Action by the Committee.

    (a) All actions of the Committee shall be taken pursuant to the 
decision of a majority of the persons then serving on the Committee.

    (b) The Committee may by such majority action authorize any one 
or more of its members to execute any document or documents on behalf 
of the Committee, in which event the Committee shall notify the 
Trustee in writing of such action and the name or names of its member 
or members so authorized to act.

    Section 8.4. Fiduciary Obligations.  The Committee (and any other 
fiduciary with respect to the Plan) shall discharge its duties 
hereunder solely in the interest of the Participants and their 
beneficiaries and --

    (a) for the exclusive purposes of:

          (i)  providing benefits to Participants and their 
beneficiaries; and

          (ii)  defraying reasonable expenses of administering the 
Plan and Trust; and

    (b) with the care, skill, prudence and diligence under the 
circumstances then prevailing that a prudent man acting in a like 
capacity and familiar with such matters would use in the conduct of 
an enterprise of like character and with like aims.

    Section 8.5. Information to be Furnished to Committee. The 
Employer shall furnish the Committee such data and information as it 
may require. The records of the Employer shall be determinative as to 
an Employee's or Participant's period of employment, Termination of 
Employment and the reason therefor, leave of absence, reemployment 
and Compensation. Participants and their beneficiaries shall furnish 
to the Committee such evidence, data or information and execute such 
documents as the Committee requests.

    Section 8.6. Uniform Application.  In managing, operating and 
administering the Plan, the Committee shall apply the provisions of 
the Plan and any rules, regulations, and interpretations adopted by 
it in a uniform and nondiscriminatory manner so that all persons 
similarly situated shall be similarly treated and shall not 
discriminate in favor of Employees who are officers, shareholders, or 
Highly Compensated Employees of any Employer.




FINA CAPITAL ACCUMULATION PLAN - 31
<PAGE>   36
    Section 8.7. Allocation and Delegation of Certain Fiduciary Duties.

    (a) The Committee shall have the authority to delegate any of its 
rights, powers and duties hereunder. Such delegation shall be in 
writing, shall be signed by the Committee, shall name the person or 
persons being designated and shall set forth the rights, powers and 
duties being delegated.  Either the Company or the Committee may 
revoke any delegation made pursuant to this Subsection by written 
notification to the person or persons to whom the delegation has been 
made and to the Company (if the revocation is made by the Committee) 
or to the persons serving as the Committee (if the revocation is made 
by the Company).

     (b)  Copies of all instruments allocating or delegating rights, 
powers and duties of the Committee or the revocation thereof shall be 
provided to the Trustee by the Company.

    Section 8.8. Indemnification of the Committee by the Company. To 
the extent permitted by law, the Company hereby agrees to indemnify a 
member of the Committee who is also an Employee of the Employer for 
and to hold him harmless against any and all liabilities, losses, 
costs or expenses (including legal fees and expenses) of whatsoever 
kind and nature which may be imposed on, incurred by or asserted 
against him at any time by reason of his service under the Plan if he 
did not act dishonestly or otherwise in willful violation of the law 
under which such liability, cost or expense arises.  This indemnity 
shall not preclude such other indemnities as may be available under 
insurance purchased or provided by the Company or under any bylaw, 
agreement, action of stockholders or disinterested directors or 
otherwise, to the extent permitted by law. Payments of any indemnity, 
expenses or fees under this Section shall be made solely from assets 
of the Company and shall not be made directly or indirectly from 
Trust Fund assets.

    Section 8.9. Limitation on Responsibilities.  The functions of 
any agent, attorney, actuary, accountant or other person engaged 
pursuant to Section 8.2 and Qualified Investment Manager, if any, 
engaged pursuant to Section 8.10 shall be limited to the specific 
services and duties for which they are engaged, and such persons 
shall have no other duties or obligations under the Plan or Trust. 
Such persons shall exercise no discretionary authority or control 
respecting management of the Plan and Trust and, unless engaged as 
the Qualified Investment Manager, shall exercise no authority or 
control respecting management or disposition of the assets of the 
Trust. A member of the Committee who is an Employee shall be free 
from all liability for his acts and conduct in the administration of 
the Plan and Trust except for acts of willful misconduct; provided, 
however, that the foregoing shall not relieve him from any 
responsibility or liability for any responsibility, obligation or 
duty he may have pursuant to the Act.

    Section 8.10. Appointment of Qualified Investment Manager.  The 
Company may appoint Qualified Investment Managers to manage, invest 
and reinvest any part or all of the assets of the Trust Fund in the 
same manner and to the same




FINA CAPITAL ACCUMULATION PLAN - 32
<PAGE>   37
extent as the Trustee is empowered pursuant to the terms of the 
Trust.  Such appointment shall be in writing, signed by an officer of 
the Company, and the Qualified Investment Manager and shall set forth 
the rights, powers and duties of the Qualified Investment Manager and 
contain an acknowledgment by the Qualified Investment Manager that he 
is a fiduciary with respect to the Plan and Trust.  The Company may 
revoke the appointment of a Qualified Investment Manager at any time 
by written notification to that person.  The Company shall notify the 
Trustee and the Committee in writing of the appointment or removal of 
a Qualified Investment Manager and of the rights, powers and duties 
given to a Qualified Investment Manager.


                             ARTICLE IX

          CLAIM FOR BENEFITS PROCEDURE AND LAPSED BENEFITS

      Section 9.1.  Claim for Benefits.  Any claim for benefits under 
the Plan shall be made in writing to the Committee.  If such claim 
for benefits is wholly or partially denied by the Committee, it 
shall, within a reasonable period of time, but no later than 60 days 
after receipt of the claim, notify the claimant of the denial of the 
claim.  Such notice of denial shall be in writing and shall contain 
(a) the specific reason or reasons for denial of the claim, (b) a 
specific reference to the pertinent Plan and, if applicable, Trust 
provisions upon which the denial is based, (c) a description of any 
additional material or information necessary for the claimant to 
perfect the claim, together with an explanation of why such material 
or information is necessary and (d) an explanation of the Plan's 
claims review procedure.

      Section 9.2.  Request for Review of a Denial of a Claim for 
Benefits. Upon the receipt by the claimant of the written notice of 
denial of the claim or if the claim has not been granted within 60 
days, the claimant may, not later than 90 days thereafter, file a 
written request with the Committee that the Committee conduct a full 
and fair review of the denial of the claimant's claim for benefits, 
which shall include a hearing if deemed necessary by the Committee.  
In connection with the claimant's appeal of the denial of his claim, 
he may review pertinent documents and may submit issues and comments 
in writing.

      Section 9.3.  Decision Upon Claim for Review of a Denial of a 
Claim for Benefits.  The Committee shall render a decision on the 
claim review promptly, but not later than 60 days after the receipt 
of the claimant's request for review, unless special circumstances 
(such as the need to hold a hearing, if necessary) require an 
extension of time for processing, in which case the 60 day period (by 
written notice to the claimant within the 60-day period) shall be 
extended to 120 days. Such decision shall (a) include specific 
reasons for the decision, (b) be written in a manner calculated to be 
understood by the claimant and (c) contain specific references to the 
pertinent Plan and, if applicable, Trust provisions upon which the 
decision is based.  The decision of the Committee shall be final and 
binding on all persons and shall not be




FINA CAPITAL ACCUMULATION PLAN - 33
<PAGE>   38
overturned by any court unless said court first finds such decision 
to be arbitrary and capricious.

      Section 9.4.  Domestic Relations Order.  The Committee shall 
from time to time establish such written procedures for evaluating 
and determining the status of any domestic relations order and shall 
give due notice to any affected parties (Participants and alternate 
payees as defined at Code Section 414(p)(8)), as required by law.  
Notwithstanding anything herein to the contrary, an alternate payee 
shall have no right to direct the investment of a Participant's 
Account.

      Section 9.5.  Lapsed Benefits.

      (a)    General.  If the Committee mails by registered or 
certified mail, return receipt requested, to a Participant or 
beneficiary entitled to a distribution hereunder at his last known 
address, a notification that he is so entitled and said notification 
is returned as being undeliverable because the addressee cannot be 
located at said address, and if, by the last day of the Plan Year 
coinciding with or immediately following the third (3rd) anniversary 
of the date as of which such person first could not be located, said 
person has not informed the Committee of his whereabouts, his entire 
interest in this Plan shall become a forfeiture and shall be 
reallocated as provided in Subsection 9.5(c).  Thereafter such person 
shall have no further right or interest therein except as provided in 
Section 9.5(b).

      (b)    Reinstatement.  If a Participant or a beneficiary prior 
to the Plan Year in which the Plan and Trust terminate, duly claims 
and proves entitlement to a benefit which otherwise lapsed pursuant 
to Subsection (a) above, such benefits as shall then be due, 
unadjusted for trust fund earnings and/or losses subsequent to the 
date of forfeiture, shall be paid by the Plan as soon as is 
administratively feasible.

      (c)    Source of Reinstatement.  The reinstatement of lapsed 
benefits shall first be derived from forfeitures which otherwise 
occur in the Plan Year of the reinstatement pursuant to Subsection 
(b) above and if such forfeitures are not sufficient, such 
reinstatement to the extent necessary shall then next be made from 
trust fund earnings (if any) which are not specifically allocable to 
Participant directed Accounts, and if further funds are necessary 
then from Employer contributions.

       (d)   Disposition of Lapsed Benefits in Plan Year and Trust Termination.
In  the event a Participant's entire interest in the Plan is forfeitable  and
lapses pursuant to Subsection 9.5(a) in the Plan Year in which  both the Plan
and Trust terminate, if the Committee after having  complied with the notice
requirements at Subsection 9.5(a) is unable  to locate Participants (or their
beneficiaries) entitled to a  distribution hereunder by the close of such Plan
Year, then the  following rules of this




FINA CAPITAL ACCUMULATION PLAN - 34
<PAGE>   39
Subsection 9.5(d) shall supersede so much of the rules of Subsections 
9.5(a), (b) and (c) as conflict herewith.  Such person's entire 
interest in the Plan shall be remitted under appropriate transmittal 
to such appropriate state or commonwealth agency responsible for 
unclaimed assets and escheat (as provided below), to be held and 
disposed of by them in accordance with the laws of such state or 
commonwealth.  Once so remitted to such state or commonwealth, any 
such Participant (or other person claiming by, through, or under the 
rights of such Participant) shall have no further claim against this 
Plan and the Trust and such person's rights to any such funds 
otherwise distributable from the Plan and the Trust shall solely be 
pursuant to such rights and legal remedies as exist under the laws of 
such state or commonwealth with respect to funds so remitted, as from 
time to time exists.

      It is intended that this provision comply with the requirements of 
Internal Revenue Code Section 411 and in particular regulation 
Section 1.411(a)-4(b)(6) regarding escheat of benefits to a state, 
thus permitting orderly cessation of all Plan and Trust activity as 
the Trustees deem is consistent with the greatest protection of the 
interest of Participants in the Plan.  In the event of distributions 
to a state or commonwealth pursuant to this Subsection (d), so much 
of the foregoing Section 9.5 as is inconsistent herewith shall be 
deemed null and void.

      The appropriate state or commonwealth to which assets 
shall be remitted hereunder and thereafter escheat, shall be the 
state or commonwealth shown on the last address record with the 
Employer as the address of the Participant; and if more than one 
concurrent address is shown, the one presumed by the Committee to be 
the permanent residence.


                              ARTICLE X

                      LIMITATION UPON REVERSION

      Section 10.1. Exclusive Benefit.  Except as otherwise provided 
by the Code and this Article, no part of the corpus or income of the 
Trust shall revert to the Company or be used for, or directed to, 
purposes other than for the exclusive benefit of Participants and 
their beneficiaries and defraying reasonable expenses of 
administering the Plan and Trust.

      Section 10.2. Permissible Reversions.

      (a)    Mistake of Fact.  If an Employer contribution is made to 
the Trust due to a good faith mistake of fact, then within one year 
of the date of payment of such Employer contribution to the Trust an 
amount equal to the excess of (i) the amount of such Employer 
contribution over (ii) the amount which would have been contributed 
had a mistake of fact not




FINA CAPITAL ACCUMULATION PLAN - 35
<PAGE>   40
occurred (the "Excess Contribution"), shall be returned to the 
Employer. If the trust incurred a loss attributable to such Excess 
Contribution, then the amount of such Excess Contribution shall be 
reduced by such loss.

      (b)    Disallowance of Deduction.  If an Employer contribution 
is made to the Trust conditioned upon its deductibility under Section 
404 of the Code and a good faith mistake is made in determining the 
deductibility of such contribution, then within one year of the date 
of disallowance of the deduction of such Employer contribution to the 
Trust an amount equal to the excess of (i) the amount of such 
Employer contribution over (ii) the amount which would have been 
contributed had a mistake not occurred in determining the 
deductibility of such contribution (the "Excess Contribution"), shall 
be returned to the Employer.  If the trust incurred a loss 
attributable to such Excess Contribution, then the amount of such 
Excess Contribution shall be reduced by such loss.

      (c)    Charge to Accounts - Limitation on Excess Contribution. 
If a Valuation Date has occurred between the date of an Excess 
Contribution and the date of its return pursuant to Subsections 
10.2(a) or (b), then the Match Account(s) of each Participant shall 
be charged with a portion of the Excess Contribution based upon the 
proportion which the Employer Contribution allocated to each 
Participant on such Valuation Date bears to the total Matching 
Contribution allocated on such date; provided, however, that if the 
charge to the Match Account(s) of any Participant would cause the 
balance of such account to be reduced to less than the balance which 
would have been in such Account had the Excess Contribution not been 
contributed, then the amount of the Excess Contribution shall be 
limited so as to avoid any such reduction.

                             ARTICLE XI

                              AMENDMENT

      Section 11.1. In General.  The Company shall have the right and 
power at any time and from time to time to amend this Plan, in whole 
or in part, on behalf of all Employers.  With the consent of the 
Company, each Employer shall have the right and power at any time and 
from time to time to amend this Plan, in whole or in part, with 
respect to the Plan's application to the Participants of the 
particular amending Employer and the assets held in the Trust for 
their benefit, or to transfer such assets or any portion thereof to a 
new trust for the benefit of such Participants. The Employers shall 
in writing notify the Committee of any amendment or change in the 
provisions of the Plan.  Notwithstanding the foregoing, no amendment 
shall:

      (a)    vest in any Employer, directly or indirectly, any 
interest, ownership or control in any assets of the Trust;




FINA CAPITAL ACCUMULATION PLAN - 36
<PAGE>   41
      (b)   with respect to an Employee who is a Participant on the later 
of the date such amendment is adopted or effective, have the effect 
of reducing his nonforfeitable percentage as of such date in his 
Match Account(s); provided, however, that any rights accrued or 
vested under the Plan and Trust may be adjusted among Participants by 
amendments made prior to securing or in order to secure the continued 
approval of the Plan and Trust by the Internal Revenue Service as a 
qualified plan and exempt trust under Sections 401(a) and 501(a), 
respectively, of the Code; or

      (c)   affect the rights, responsibilities or duties of the 
Trustee without the Trustee's written consent.  A copy of any 
amendment shall be delivered to the Committee and the Trustee.

      Section 11.2. Amendments to Vesting Schedule.

      (a)   Availability of Election.  If the Plan's vesting schedule 
is amended, each Participant whose nonforfeitable percentage in his 
Match Account(s) is determined under such schedule as amended, and 
who has completed at least three Vesting Years of Service (prior to 
the expiration of the election period described in this Section) may 
irrevocably elect to have such nonforfeitable percentage determined 
under the Plan without regard to such amendment.  The Committee shall 
provide each such Participant with written notice of the adoption of 
the amendment and the availability of the election.

      (b)    Election Requirements. The election referred to in 
Subsection (a) must be in writing and must be filed with the 
Committee during the period beginning on the date the amendment is 
adopted and ending on the latest of the following:

              (i)   the date 60 days after the date the amendment is 
adopted;

              (ii)  the date 60  days after the date the amendment 
becomes effective; or

              (iii) the date 60 days after the date the Participant 
is issued written notice of the amendment by the Company or the 
Committee.

                             ARTICLE XII

                  TERMINATION OF THE PLAN AND TRUST

      Section 12.1.  Right to Terminate Plan and Trust.  Each 
Employer reserves the right to terminate the Plan and Trust with 
respect to its sponsorship at any time by written notification to the 
Committee and the Trustee.  Upon receipt of such notice, the Trustee 
shall proceed to pay all liabilities of the Trust other than to




FINA CAPITAL ACCUMULATION PLAN - 37
<PAGE>   42
Participants or their beneficiaries.  On a date mutually determined 
by the Committee and the Trustee, the Committee shall make the 
appropriate Account adjustments as if such date were a Valuation 
Date.  As soon thereafter as practicable, the Trustee shall 
completely distribute each affected Participant's Accounts to him or 
his beneficiaries.

      Section 12.2.  Right to Discontinue Contributions.  Each 
Employer reserves the right to permanently discontinue its own 
contributions to the Trust at any time by written notification to the 
Committee and the Trustee.  Thereafter, the provisions of the Plan 
and Trust shall continue in full force and effect (other than the 
provisions relating to contributions by such Employer) until the 
benefits of all Participants and beneficiaries have been distributed 
to them in accordance with the provisions of the Plan, at which time, 
as to such Employer(s), the Plan and Trust shall terminate.

      Section 12.3.  Vesting Upon Termination of Plan or Complete 
Discontinuance of Contributions.  Upon the termination of the Plan or 
the complete discontinuance of contributions by an Employer, each 
Participant employed by such Employer shall have a nonforfeitable 
right in 100% of his/her Match Account(s).  Upon a partial 
termination of the Plan (as determined under the facts and 
circumstances then applicable) each affected Participant shall have a 
nonforfeitable right to 100% of his/her Match Account(s).

      Section 12.4. Merger or Consolidation of Plan and Trust. 
Neither the Plan nor the Trust may be merged or consolidated with, 
nor may their assets or liabilities be transferred to, any other plan 
or trust, unless each Participant would receive a benefit immediately after 
the merger, consolidation or transfer which is equal to or greater 
than the benefit he would have been entitled to receive immediately 
before the merger, consolidation or transfer (if the Plan and Trust 
had then terminated).


                            ARTICLE XIII

                      STAND-BY TOP HEAVY RULES

    Section 13.1. Determination of Top Heavy or Super Top Heavy 
Status.

      (a)    Top Heavy.  This Plan shall be a Top Heavy Plan for any 
Plan Year commencing after December 31, 1983 in which, as of the 
Determination Date, (1) the Present Value of Accrued Benefits of Key 
Employees and/or (2) the sum of the Aggregate Accounts of Key 
Employees under this Plan and any plan of a Required Aggregation 
Group, exceeds sixty percent (60%) of the Present Value of Accrued 
Benefits and/or the Aggregate Accounts of all Participants under this 
Plan and any plan of a Required Aggregation Group.




FINA CAPITAL ACCUMULATION PLAN - 38
<PAGE>   43
     (b) Super Top Heavy. This Plan shall be a Super Top Heavy Plan 
for any Plan Year commencing after December 31, 1983 (and such Plan 
Year shall be a "Super Top Heavy Plan Year") in which, as of the 
Determination Date, (1) the Present Value of Accrued Benefits of Key 
Employees and/or (2) the sum of the Aggregate Accounts of Key 
Employees under this Plan and any plan of a Required Aggregation 
Group, exceeds ninety percent (90%) of the Present Value of Accrued 
Benefits and/or the Aggregate Accounts of all Participants under this 
Plan and any plan of a Required Aggregation Group.

     (c) Effect of Change in Status to Non-Key Employee.  If any 
Participant (or Beneficiary) is a Non-Key Employee (after first 
taking into account the fact that one is a Key Employee if he was a 
Key Employee in any of the four (4) preceding Plan Years) for any 
Plan Year, but such Participant (or Beneficiary) was a Key Employee 
for any prior Plan Year, such Participant's Aggregate Account Balance 
and/or Present Value of Accrued Benefit shall not be taken into 
account for purposes of determining whether this Plan is a Top Heavy 
Plan or Super Top Heavy Plan (or whether any Aggregation Group which 
includes this Plan is a Top Heavy Aggregation Group).

     (d) Benefits Not Considered if No Service Performed for Last 
Five (5) Years. If an individual has not performed any service for 
the Company at any time during the five (5) year period ending on the 
Determination Date, any Accrued Benefit or Account of such individual 
shall be ignored for determining Top Heavy or Super Top Heavy status.

     (e) Aggregate Account.  A Participant's Aggregate Account as of 
the Determination Date is the sum of:

         (i)  the value (as of the Plan's most recent Valuation Date 
occurring within the twelve (12) month period ending on the 
Determination Date) of all accounts maintained on behalf of the 
Participant, whether attributable to Employer or Employee 
Contributions; plus

         (ii) an adjustment for any Employer contributions due as of the 
Determination Date (including, in the case of Plans subject to the 
minimum funding requirements of Code Section 412, contributions 
waived in prior years). Such adjustment shall be the amount of any 
Employer contribution actually made after the Valuation Date, but 
before the Determination Date, provided, however, that for the first 
Plan Year, such adjustment shall also reflect the amount of any 
Employer contribution made after the Determination Date that is 
allocated as of a date in that first Plan Year; plus

         (iii) Any Plan distributions made within the Plan Year, that 
includes the Determination Date or within the four (4) preceding Plan




FINA CAPITAL ACCUMULATION PLAN - 39
<PAGE>   44
Years.  However, in the case of distributions made after the 
Valuation Date and prior to the Determination Date, such 
distributions are not included as distributions for Heavy or Super 
Top Heavy purposes to the extent that such distributions are already 
included in the Participant's Aggregate Account balance as of the 
Valuation Date.  Notwithstanding anything herein to the contrary, all 
distributions, including distributions made prior to January 1, 1984, 
if any, will be counted; plus

           (iv)  Any Employee contributions, whether voluntary or 
mandatory. However, amounts attributable to tax deductible qualified 
voluntary employee contributions (as had been provided for at 
repealed Section 219(e)(2) of the Code) shall not be considered to be 
a part of the Participant's Aggregate Account Balance.

           (v)  With respect to unrelated rollovers and plan-to-plan 
("portability") transfers (ones which are both initiated by the 
Employee and made from a plan maintained by one company to a plan 
maintained by another company), if this Plan provides for rollovers 
or plan-to-plan transfers, it shall always consider such rollover or 
plan-to-plan transfers as a distribution for the purposes of this 
Section.  If this Plan is the plan accepting such rollovers or 
plan-to-plan transfers, it shall not consider such rollovers or 
plan-to-plan transfers accepted after December 31, 1983, as part of 
the Participant's Aggregate Account balance.  However, rollovers or 
plan-to-plan transfers accepted prior to January 1, 1984, shall be 
considered as part of the Participant's Aggregate Account balance.

           (vi)   With respect to related rollovers and plan-to-plan 
transfers (ones either not initiated by the Employee or made to a 
plan maintained by the same company), if this Plan made the rollover 
or plan-to-plan (portability) transfer, it shall not be counted as a 
distribution for purposes of this Section; if this Plan is the plan 
accepting such rollover or plan-to-plan (portability) transfer, it 
shall be treated as part of the Participant's Aggregate Account 
balance, irrespective of the date on which such rollover or 
plan-to-plan (portability) transfer is received.

           (vii)   Notwithstanding Subsection 13.1(e)(iii), or anything 
else herein to the contrary, benefits paid on account of death which 
exceed the present value of accrued benefits existing immediately 
prior to death will not be treated as distributions inclusive for 
these purposes.

     (f)   Aggregation Group means either a Required Aggregation Group or 
a Permissive Aggregation Group as hereinafter determined.




FINA CAPITAL ACCUMULATION PLAN - 40
<PAGE>   45

                (i) Required Aggregation Group.  In determining a Required 
Aggregation Group hereunder, each plan of the Company in which a Key  Employee
is a participant, and each other plan of the Company which  enables any plan in
which a Key Employee participates to meet the  requirements of Code Sections
401(a)(4) (includes comparability of  benefits or contributions) or 410, will
be required to be aggregated.   Such group shall be known as a "Required
Aggregation Group."

             In the case of a Required Aggregation Group, each plan 
in the group will be considered a Top Heavy Plan or Super Top Heavy 
Plan (respectively) if the Required Aggregation Group is a Top Heavy 
Aggregation Group or a Super Top Heavy Aggregation Group 
(respectively).  No plan in the Required Aggregation Group will be 
considered a Top Heavy Plan or Super Top Heavy Plan if the Required 
Aggregation Group is not a Top Heavy Group or Super Top Heavy Group 
(respectively).

             (ii)   Permissive Aggregation Group. The Company may also 
include any other plan not required to be included in the Required 
Aggregation Group, provided the resulting group, taken as a whole, 
would continue to satisfy the provisions of Code Section 401(a)(4) 
(including comparability of benefits or contributions) and 410. Such 
group shall be known as a "Permissive Aggregation Group."

             In the case of a Permissive Aggregation Group, only a 
plan that is part of the Required Aggregation Group will be 
considered a Top Heavy Plan if the Permissive Aggregation Group is a 
Top Heavy Group.  No plan in the Permissive Aggregation Group will be 
considered a Top Heavy Plan if the Permissive Aggregation Group is 
not a Top Heavy Aggregation Group.

             (iii)  Method of Aggregating Plans.  First the Present Value and 
Sum of the Aggregate Accounts is determined separately for each plan  as of
each plan's Determination Date.  The plans are then aggregated  by adding the
results of each plan as of the Determination Dates for  such plans which fall
within the same calendar year.  The combined  results will determine whether or
not a Top Heavy Aggregation Group  exists.

      (g)   Present Value of Accrued Benefit.  In the case of a Defined 
Benefit Plan(s), a Participant's Present Value of Accrued Benefits 
shall be determined under a uniform method that applies to all 
defined benefit plans maintained by the Employer. If no single accrual 
method is used




FINA CAPITAL ACCUMULATION PLAN - 41
<PAGE>   46
by all such plans, the method shall be determined as if the benefits 
accrued at the slowest accrual rate permitted under Section 
411(b)(1)(C) of the Code.

     (h)   "Top Heavy Aggregation Group" means an Aggregation Group in 
which, as of the Determination Date, the sum of:

           (i)  the Present Value of Accrued Benefits of Key Employees 
under all Defined Benefit Plans included in the group, and

           (ii) the Aggregate Accounts of Key Employees under all 
Defined Contribution Plans included in the group, exceeds sixty 
percent (60%) of a similar sum determined for all Participants.  If 
the foregoing determined percentage exceeds ninety percent (90%), the 
Aggregation Group shall be deemed a Super Top Heavy Aggregation 
Group.

     Section  13.2.  Minimum Allocation Requirement for Top Heavy Plan.

     (a)   Minimum Annual Allocation.  Notwithstanding any provision at 
Article IV to the contrary, for any Top Heavy Plan Year, the 
following Minimum Annual Allocation shall be credited to the Account 
of each Non Key Employee unless such minimum annual allocation 
requirement is otherwise satisfied by another plan of the Company or 
by another plan in the Aggregation Group.  Minimum Annual Allocation 
shall mean the Primary Minimum Annual Allocation or both the Primary 
Minimum Annual Allocation and the Secondary Minimum Annual Allocation 
as the context so requires.  Compensation as used in this Section 
shall mean the Participant's Limitation Year Compensation as defined 
in Section 4.3(e).

     (b)   The Primary Minimum Annual Allocation, consisting of the sum of 
Employer Contributions and Forfeitures allocated to the Participant's 
Account shall be equal to the lesser of (i) 3% of each Non-Key 
Employee's Compensation or (ii) the largest percentage allocation of 
Employer Contributions (including Employee Pre-tax Contributions and 
Match Contributions) and Forfeitures allocated to the Account of any 
Key Employee where such percentage allocation is determined as a 
percentage of the first $200,000 (or such larger amount as may be 
permitted to be considered by regulation) of such Key Employee's 
Compensation.




FINA CAPITAL ACCUMULATION PLAN - 42
<PAGE>   47
     (c)   Secondary Minimum Annual Allocation for Top Heavy Plans in 
Order to Retain Higher Code Section 415 Plan Limits (Other Than Super 
Top Heavy Plans). If a Key Employee is a Participant in both a 
defined contribution plan and a defined benefit plan that are both 
plans of a Top Heavy Aggregation Group (but neither of such plans is 
a Super Top Heavy plan), the defined contribution and the defined 
benefit fractions set forth in Subsections 4.2(b) and (c) shall 
remain unchanged as provided for at Subsection 4.2(e) provided that 
for each Top Heavy Plan Year in which one or more Key Employees is a 
Participant in both the defined benefit and defined contribution 
plans which are part of a Top Heavy Aggregation Group each Non-Key 
Employee Participant's Account receives a Secondary Minimum Annual 
Allocation in addition to the Primary Minimum Annual Allocation 
equal to one percent (1%) of the such Non-Key Employee's 
Compensation.

     (d)   Minimum Annual Allocation Despite Ineligibility for Normal 
Allocations.  For any Top Heavy Plan Year, the minimum allocations 
set forth above shall be allocated to the Participant's Account of 
all Non-Key Employees who are Participants and who are employed by an 
Employer on the last day of the Plan Year, including Non-Key 
Employees who (i) failed to be credited with a Year of Service, or 
(ii) declined to make mandatory contributions (if required) to the 
Plan.

     (e)   Nonduplication of Minimum Contributions and Annual Benefits. If 
a Non-Key Employee participates in both a defined benefit plan and a 
defined contribution plan included in a Top Heavy Aggregation Group, 
the Employer is not required to provide such Non-Key Employee with 
both the full and separate Minimum Annual Benefits and the full and 
separate Minimum Annual Allocations.  By elevating the Minimum Annual 
Allocation for any such Non-Key Employee to five percent (5%) (seven 
and one-half percent (7 1/2%) in order to retain the higher 1.25 
factor of Subsection 4.2(e)) of such Non-Key Employee's compensation, 
both plans will be presumed to satisfy the Code Section 416 minimums. 
The first time the issues raised by this Subsection become relevant, 
the Company shall select, by Board Resolution (which choice cannot 
thereafter be changed absent a plan amendment) whether to elevate the 
Minimum Annual Addition to five percent (5%) or seven and one-half 
percent (7-1/2%) or to adopt the floor offset approach described in 
regulation 1.416-1. If a Non-Key Employee participates in two defined 
contribution plans included in a Top Heavy Aggregation Group, only 
one such plan must provide the defined contribution Minimum 
Allocations.  The Committee shall arrange coordination between plans 
to the extent permitted by law.




FINA CAPITAL ACCUMULATION PLAN - 43
<PAGE>   48
    Section 13.3. Top Heavy Vesting Rule.

    (a)   Top Heavy Vesting Schedule Overrides Plan Regular Vesting 
Schedule.  Notwithstanding the vesting schedules at Subsection 
6.3(a)(i) and (ii), for any Top Heavy Plan Year, the vested portion 
of any Participant's Match Account(s) (including amounts, if any, 
credited to such Account(s) prior to the effective date of Code 
Section 416 and prior to the Plan becoming Top Heavy and regardless 
of whether a similar schedule applies to such Participant's interest 
in any other plan) shall be determined on the basis of the 
Participant's number of Vesting Years of Service according to the 
following schedule:

                    Vesting Schedule

            Vesting Years of Service                       Percentage

           Less than 2 years                                   0%
           2 years but less than 3                            20%
           3 years but less than 4                            60%
           4 years but less than 5                            80%
           5 years or more                                   100%

    (b)    Discretion to Discontinue Top Heavy Schedule For 
Non-Top-Heavy Plan Years. If in any Plan Year subsequent to a Top 
Heavy Plan Year, the Plan ceases to be a Top Heavy Plan, the 
Committee may, in its sole and absolute discretion, elect to:  (1) 
continue to apply the Top Heavy vesting schedule at Subsection 
13.3(a) above, in determining the Vested portion of any Participant's 
Match Account(s) balance(s), or (2) revert to the vesting schedule in 
effect before this Plan became a Top Heavy Plan.  Any such reversion 
shall be treated as a Plan Amendment pursuant to the terms of Code 
Section 411(a)(1) as set forth at Section 11.2 of the Plan.

      (c)    The Top Heavy vesting rule at Subsection 13.3(a) does 
not apply to the interest of any Participant who has not actually 
worked an Hour of Service after the Plan becomes Top Heavy.


                             ARTICLE XIV

                             WITHDRAWALS

      Section 14.1. Withdrawals by Participants.  By filing a written 
notice of withdrawal with the Committee prior to the end of any 
month, a Vested Participant may, subject to the limitations at 
Section 14.1(d) and (e) below, withdraw:




FINA CAPITAL ACCUMULATION PLAN - 44
<PAGE>   49
      (a)    all or any portion of the amount credited to his 
Employee After-Tax Account as of the end of such month; and

      (b)    if no amount remains credited to his Employee After-Tax 
Account following such withdrawal, all or any portion of the vested 
amount credited to his Pre-84 Match Account as of the end of such 
month; and

      (c)    if such Participant has either attained the age of 
59-1/2 years or is not in the employ of or on authorized leave of 
absence from an Employer or Affiliated Company, all or any portion of 
the amounts credited to his Employee Pre-Tax and Employee After-Tax 
Match Accounts as of the end of such month;

      (d)    provided, however, that no withdrawals may be made on or 
after July 1, 1991, for any sum less than five hundred dollars 
($500.00) and provided further that a Participant may not obtain more 
than two (2) withdrawals in any twelve (12) consecutive month period 
nor more than five (5) withdrawals in any sixty (60) month period; 
and

      (e)    if the Partially Vested Participant making a withdrawal 
pursuant to this Section is in the employ of or on authorized leave 
of absence from an Employer or Affiliated Company at the end of the 
month as of which such withdrawal is made, the vested portion of such 
Participant's Pre-84 Match Account and/or Post-83 Match Account, from 
which the withdrawal was made, shall at all times after the making of 
such withdrawal be determined by the formula P(AB+D)-D, where P is 
such Participant's vested percentage at the relevant time, AB is the 
value of said Account at the relevant time, and D is the total amount 
previously withdrawn from said Account.

      Section 14.2. Loans to Participants.  Subject to such 
conditions and limitations as the Committee may from time to time 
prescribe for application to all Participants on a uniform basis to 
ensure repayment, at the request of a Participant the Committee shall 
direct the Trustee to loan to such Participant from his or her 
Employee Pre-Tax Account an amount of money which does not exceed the 
least of: (a) $50,000 reduced by the total outstanding balance of all 
other loans to such Participant from the Trust, or the highest 
outstanding balance of all such loans for the one year period ending 
the day before the date of the loan (if greater), or (b) one-half of 
such Participant's Vested Interest under the Plan (but excluding in 
such determination such Employee's After-Tax Account), or (c) the 
amount that may otherwise be loaned to such Participant without being 
treated under the provisions of Section 72(p) of the Code as having 
been received by such Participant as a distribution under the Plan.

      Any such loan made to a Participant shall be made from proceeds 
liquidated from the Participant's Account in a priority from time to 
time established by the Committee, shall be evidenced by a promissory 
note payable to the Trustee, shall bear




FINA CAPITAL ACCUMULATION PLAN - 45
<PAGE>   50
a reasonable rate of interest, shall be secured by the borrowing 
Participant's Vested Interest under the Plan and shall be repayable 
in equal installments (not less frequently than quarterly) over a 
period not to exceed five (5) years from the date of the loan; 
provided, however, that if such loan is to be used to acquire or 
Construct any dwelling unit which, within a reasonable time, is to be 
used as a principal residence of the Participant, the Committee may 
direct the Trustee to make such loan repayable over such period 
greater than five (5) years.

      Any provision of this Plan to the contrary notwithstanding, (a) 
the promissory note evidencing any such loan shall be held by the 
Trustee as a segregated investment allocated to and made solely for 
the benefit of the Employee Pre-Tax Account of the borrowing 
Participant, and (b) no withdrawal pursuant to any of the withdrawal 
provisions of this Plan may be made by a Participant to whom a loan 
is outstanding from the Trust unless the Committee is satisfied that 
such loan will remain nontaxable and fully secured by the withdrawing 
Participant's Vested Interest under the Plan following such 
withdrawal.


                             ARTICLE XV

                            MISCELLANEOUS

      Section 15.1.  Inalienability of Benefits.  Except as may 
otherwise be provided herein, and except with respect to a Qualified 
Domestic Relations Order defined at Code Section 414(p) and 
determined to be so under Section 9.4, the right of any Participant 
or beneficiary to any benefit or payment under the Plan or Trust or 
to any separate account maintained as provided by the Plan shall not 
be subject to voluntary or involuntary transfer, alienation, pledge, 
assignment or other disposition and shall not be subject to 
attachment, execution, garnishment, sequestration or other legal or 
equitable process.  Any attempt to transfer, alienate, pledge, assign 
or otherwise dispose of such right or any attempt to subject such 
right to attachment, execution, garnishment, sequestration or other 
legal or equitable process shall be null and void.

      Section 15.2.  No Implied Rights.  Neither the establishment of 
the Plan and Trust nor any modification thereof, nor the creation of 
any fund, trust or account, shall be construed as giving any 
Participant, Employee, beneficiary or other person any legal or 
equitable right unless such right shall be specifically provided for 
in the Plan or conferred by affirmative action of the Company in 
accordance with the terms and provisions of the Plan.

      Section 15.3.  Status of Employment Relations.  The adoption 
and maintenance of the Plan and Trust shall not be deemed to 
constitute a contract between the Company and its Employees or to be 
consideration for, or an inducement or condition of, the employment 
of any person.  Nothing contained herein shall be deemed to:




FINA CAPITAL ACCUMULATION PLAN - 46
<PAGE>   51
      (a)    give to any Employee the right to be retained in the 
employ of the Company;

      (b)    affect the right of an Employer to discipline or 
discharge any Employee at any time;

      (c)    give the Employer the right to require any Employee to 
remain in its employ; or

      (d)    affect any Employee's right to terminate his employment 
at any time.

      Section 15.4.  No Guarantee.  Nothing contained in the Plan and 
Trust shall constitute a guarantee by the Company, Committee or 
Trustee that the assets of the Trust will be sufficient to pay any 
benefit to any person.  Prior to the time that distributions are made 
in conformity with the Plan and Trust, the Participants, Employees, 
beneficiaries or other persons shall receive no distribution of cash 
or other thing of current or exchangeable value, either from the 
Company, Committee or Trustee, on account of, or as a result of the 
Trust created hereunder.

      Section 15.5.  Service in More than One Capacity.  Any person 
or group of persons may serve in more than one fiduciary capacity 
with respect to the Plan and Trust.

      Section 15.6.  Adoption by Others.  Any corporation or other 
business entity which is acceptable to the Company may adopt the Plan 
and Trust by executing an agreement with the Company, the Trustee and 
any other business entity which has adopted the Plan and Trust.  If a 
successor to the Company elects to continue the Plan and Trust, such 
successor shall be substituted for the Company under the Plan and 
Trust.

      Section 15.7.  Actions by the Company or an Employer.  All 
actions by the Company or an Employer under this Plan and Trust shall 
be by resolution of its respective Board of Directors or by a person 
or persons designated by such Board(s).

      Section 15.8.  Binding Effect.  The provisions of the Plan 
shall be binding on the Company, an Employer, the Committee and their 
successors and on all persons entitled to benefits under the Plan and 
their respective heirs, legal representatives and successors in 
interest.

      Section 15.9.  Governing Laws.  The Plan shall be construed and 
administered according to the laws of the State of Texas to the 
extent that such laws are not preempted by the laws of the United 
States of America.

       Section 15.10. Counterparts.    The Plan may be executed in 
any number of counterparts, each of which shall be deemed an 
original, and no other counterparts need be produced.




FINA CAPITAL ACCUMULATION PLAN - 47
<PAGE>   52

                             ARTICLE XVI

               HOURS OF SERVICE AND LEAVES OF ABSENCE

    Section 16.1. Hour of Service Defined. "Hour of Service" means 
each hour for which an Employee is:

     (a) paid, or entitled to payment, for the performance of duties,

     (b) awarded back pay or for which back pay has been agreed to, 
irrespective of mitigation of damages; provided, however, that the 
same Hour of Service shall not be credited both under Subparagraph 
16.1(a) or Subparagraph 16.1(c) as the case may be, and under this 
Subparagraph 16.1(b), and

     (c)  paid, or entitled to payment, on account of a period of 
time during which no duties are performed (irrespective of whether 
the employment relationship has terminated) due to vacation, holiday, 
illness, incapacity (including disability), layoff, jury duty, 
military duty or leave of absence (except as may otherwise be 
provided at Section 16.4 with respect to maternity or paternity 
leaves); provided, however, that

             (i)  An hour for which an Employee is directly or 
indirectly paid, or entitled to payment, on account of a period 
during which no duties are performed shall not be credited to him if 
such payment is made or due under a plan maintained solely for the 
purpose of complying with applicable workmen's compensation, or 
unemployment compensation or disability insurance laws; and

             (ii) Hours of Service shall not be credited for a payment 
which solely reimburses an Employee for medical or medically related 
expenses incurred by him.

    For purposes of this Subsection 16.1(c), a payment shall be 
deemed to be made or due from the Employer regardless of whether such 
payment is made by or due from the Employer directly, or is made or 
due indirectly through a trust fund, or insurer, to which the 
Employer contributes or pays premiums. A payment shall also be deemed 
made or due from the Employer whether it is made or due to the trust 
fund, insurer or other entity for the benefit of particular employees 
or for the benefit of a group of employees in the aggregate.




FINA CAPITAL ACCUMULATION PLAN - 48
<PAGE>   53
    Section 16.2. Determination of Hours of Service for Reasons Other 
Than the Performance of Duties. In the case of a payment which is 
made or due on account of a period during which an Employee performs 
no duties, and which results in the crediting of Hours of Service 
under Subsection 16.1(c), or in the case of an award or agreement for 
back pay, to the extent that such award or agreement is made with 
respect to a period described in Subsection 16.1(b), the number of 
Hours of Service to be credited shall be determined in accordance 
with the provisions of Department of Labor Regulation Section 
2530.200b-2(b).

    Section 16.3. Crediting of Hours of Service to Computation 
Periods.

    (a) Except as provided in Subsection 16.3(d), Hours of Service 
described in Subsection 16.1(a) shall be credited to the Computation 
Period in which the duties are performed.

    (b) Except as provided in Subsection 16.3(d), Hours of Service 
described in Subsection 16.1(b) shall be credited to the Computation 
Period or periods to which the award or agreement for back pay 
pertains, rather than to the Computation Period in which the award, 
agreement or payment is made.

    (c) Except as provided in Subsection 16.3(d), Hours of Service 
described in Subsection 16.1(c) shall be credited as follows:

          (i)  Hours of Service credited to an Employee on account of a 
payment which is calculated on the basis of units of time, such as 
hours, days, weeks or months, shall be credited to the Computation 
Period or Computation Periods in which the period during which no 
duties are performed occurs, beginning with the first unit of time to 
which the payment relates.

          (ii) Hours of Service credited to an Employee by reason of a 
payment which is not calculated on the basis of units of time shall 
be credited to the Computation Period in which the period during 
which no duties are performed occurs.

    (d) In the case of Hours of Service to be credited to an Employee 
in connection with a period of no more than 31 days which extends 
beyond one Computation Period, all such Hours of Service shall be 
credited to the second such Computation Period.

    Section 16.4. Effect of Maternity or Paternity Leave of Absence 
on One Year Break in Service. Solely for purposes of determining 
whether a One Year Break in Service has occurred, in the case of an 
Employee whose absence commences on or after October 11, 1984 and 
such absence is attributable to either; (i) the pregnancy of such 
Employee, (ii) the birth of a child of such Employee, (iii) the 
placement of a child with that Employee in connection with the 
adoption of that child




FINA CAPITAL ACCUMULATION PLAN - 49
<PAGE>   54
by such Employee, or (iv) the care of a child for a period beginning 
immediately following such birth or placement, such Employee shall be 
deemed to be credited with the number of Hours of Service he or she 
normally (but for such absence) would have been credited with during 
the applicable Computation Period in which such absence began, up to 
but not exceeding 501 Hours of Service, provided further, however, 
that if such Employee does not need such credit in such Computation 
Period in order to prevent a One Year Break in Service in the Plan 
Year in which the maternity or paternity leave commenced, such credit 
shall be given in the next subsequent Plan Year.  In the event the 
normal Hours of Service the Employee would have been credited with 
are not determinable, the Employee will be credited with eight (8) 
Hours of Service for each normal working day during such maternity or 
paternity leave.

      As a condition of crediting Hours of Service under this 
Section, the Committee may require (applied in a uniform and 
nondiscriminatory manner) that the Employee provide on a timely 
basis, suitable information (which may include a doctor's statement) 
establishing that the absence is for an allowable period and reason; 
unless such information is already accessible to the Committee 
without the Employee's submission of same.


                            ARTICLE XVII

                    DEFINITIONS AND CONSTRUCTION

       Section 17.1  "Account" refers to one or more of the 
following:  Post-83 Match Account, Pre-84 Match Account, Employee 
Pre-Tax Account, and Employee After-Tax Account.

      Section 17.2.  "Accrual Computation Period" means the Plan 
Year.

       Section 17.3.  "Act" or "ERISA"  means the Employee 
Retirement Income Security Act of 1974, as amended from time to time.

      Section 17.4.  "Affiliated Company" means (a) any corporation 
or organization, other than an Employer, which is a member of a 
controlled group of corporations (within the meaning of Section 
414(b) of the Code) or of an affiliated service group (within the 
meaning of Section 414(m) of the Code) to which an Employer is also a 
member, (b) any incorporated or unincorporated trade or business 
which along with an Employer is under common control (within the 
meaning of the regulations from time to time promulgated by the 
Secretary of the Treasury pursuant to Section 414(c) of the Code), 
(c) any other entity required to be aggregated with an Employer 
pursuant to regulations under Section 414(o) of the Code, and (d) any 
other incorporated or unincorporated trade or business which is 
designated by the Board of Directors of the Company as an Affiliated 
Company for the purposes of this Plan; provided, however, that for 
the purposes of Article V of the Plan, Section 414(b) and (c) of the 
Code shall be applied as modified by Section 415(h) of the Code.




FINA CAPITAL ACCUMULATION PLAN - 50
<PAGE>   55
     If a business entity becomes an Affiliated Company or if a 
portion of a business entity is acquired by an Employer, whether 
service with such entity, prior to either becoming an Affiliated 
Company or being acquired by an Employer, shall be considered for 
purposes of Article II (Participation) or Article VI (Vesting) shall 
be determined by the Board of Directors of the Company or by the 
Board of Directors of any other Employer that is a 100% owned 
subsidiary of the Company or by the Committee in their sole and 
absolute discretion applied on a uniform basis to all employees of 
such acquired business.  A determination to grant such past service 
credit shall be evidenced by affixing such Board of Directors or 
Committee resolution to this Plan as an Exhibit hereto.

     Section 17.5. "Agent for Service of Process".  The Trustee of the 
Plan is designated as the agent responsible for the receipt of legal 
"service of process."

     Section 17.6. "Basic Compensation" means the base salary and 
wages (determined without regard to any Basic Compensation reduction 
agreement entered pursuant to Section 3.1) regularly payable to a 
Participant as part of his Compensation, but shall not include any 
employee bonus payments, straight-time overtime or premium overtime 
pay, severance pay, callback pay, night-shift differential or 
Matching Contributions to this Plan or any prior plan, automobile or 
other allowances (e.g., all expatriate differentials), premium paid 
on any life insurance policy or other form of special remuneration.

     Section 17.7. "Beneficiary" or "Beneficiaries" means the person 
or persons designated as provided in Articles VI and VII to receive 
the benefits which are payable under the Plan upon or after the death 
of a Participant.

     Section 17.8. "Code" means the Internal Revenue Code of 1986, as 
amended from time to time.

     Section 17.9.   "Committee" means the Committee appointed by 
the Board of Directors of the Company to administer the Plan on 
behalf of the Employers.

     Section 17.10. "Company" means FINA, Inc.

     Section 17.11. "Company Stock" means the Class A Common Stock 
of the Company.

     Section 17.12. "Compensation" means the total remuneration paid 
by an Employer and any Affiliated Company to an Employee during the 
calendar year which is required to be reported on the Employee's Form 
W-2 or its successor, plus (for all purposes except Article IV) any 
remuneration that is excludable from the Employee's gross income by 
reason of the application of Sections 125, 402(a)(8) or 402(h)(1)(B) 
of the Code.  However, for years beginning after December 31, 1988, 
Compensation in excess of $200,000 (as adjusted by the Secretary of 
the Treasury, at the same time and in the same manner as provided in 
Section 415(d) of the Code) shall be disregarded. In determining the 
Compensation of a Participant for purposes of this limitation, the




FINA CAPITAL ACCUMULATION PLAN - 51
<PAGE>   56
rules of Section 414(g)(6) of the Code shall apply except in applying 
such rules, the term family shall include only  the spouse of the 
Participant and any lineal descendants of the Participant who have 
not attained age 19 before the close of the year.

     Section 17.13. "Determination Date" for purposes of determining 
if the Plan is a Top Heavy Plan or a Super Top Heavy Plan as defined 
herein means (a) the last day of the preceding Plan Year, or (b) in 
the case of the Plan's first Plan Year, the last day of such Plan 
Year.

     Section 17.14. "Eligibility Computation Period" means, for each 
Employee, (a) the 12 consecutive month period beginning on the date 
such Employee first completes an Hour of Service with an Employer or 
an Affiliated Company (from and after the date of affiliation) and 
(b) the Plan Year which includes the first anniversary of the date 
the Employee first completed an Hour of Service with an Employer or 
an Affiliated Company (from and after the date of affiliation), and 
(c) if additional Eligibility Computation Periods are necessary, 
succeeding Plan Years.

     Section 17.15.  "Employee"  means any person who is employed  by 
an Employer.

     "Eligible Employee" means each Employee of an Employer other 
than an Ineligible Person.

     "Ineligible Person" means any persons who are (a) lessees and 
sublessees of service stations and their employees, (b) commission 
agents and their employees, (c) distributors and jobbers and their 
employees, (d) contractors and subcontractors and their employees, 
(e) leased employees within the meaning of Section 414(n) of the Code 
or the regulations under Section 401(o), (f) any consultant or other 
person who under the normal practice of an Employer is not considered 
to be a regular employee or (g) an Employee who is a member of a 
collective bargaining unit the recognized representative of which has 
not agreed to participation in the Plan by its members.

      Section 17.16. "Employee After-Tax Account" means the account 
established and maintained under this Plan by the Committee to record 
a Participant's interest under this Plan attributable to (a) Employee 
After-Tax Contributions made by such Participant to this Plan, and 
(b) contributions made by such Participant to the First Thrift Plan.

      Section 17.17. "Employee After-Tax Contribution" means a 
contribution made by a Participant to this Plan pursuant to Section 
3.1(b).

     Section 17.18. "Employee Pre-Tax Account" means the account 
established and maintained under this Plan by the Committee to record 
a Participant's interest under this Plan attributable to Employee 
Pre-Tax Contributions made by an Employer to this Plan on behalf of 
such Participant.




FINA CAPITAL ACCUMULATION PLAN - 52
<PAGE>   57
     Section 17.19. "Employee Pre-Tax Contribution" means a 
contribution made by an Employer to this Plan on behalf of a 
Participant pursuant to Subsection 3.1(a).

     Section  17.20.  "Employer"  shall  include  the  Company  and  
any  other incorporated or unincorporated trade or business which may 
adopt this Plan with the consent of the Board of Directors of the 
Company.

     Section 17.21. "Excess Aggregate Contributions" means the sum 
of Employee After-Tax Contributions and related Matching 
Contributions that are required to be distributed to a Highly 
Compensated Employee pursuant to Subsection 3.4(c).

     Section 17.22. "Excess Contributions" means Employee 
Pre-Tax Contributions that may not be allocated to a Highly 
Compensated Employee pursuant to Section 3.4(a).

     Section 17.23. "Family Member" means, with respect to any 
Employee or former Employee, a person who, on any day of the year, 
was such Employee's or former Employee's spouse, lineal ascendant or 
descendant, or the spouse of such lineal ascendant or descendant.

     Section 17.24. "First Thrift Plan" means the Thrift Plan for 
Employees of American Petrofina, Incorporated and Certain 
Subsidiaries as in effect prior to January 1, 1984.

     Section 17.25. "Government Bonds" means such class or classes 
of United States Government Bonds (including notes or Series EE or 
similar savings bonds) as the Committee shall in its sole and 
absolute discretion from time to time determine to be appropriate 
investments for the purposes of the Plan.

     Section 17.26. "Highly Compensated Employee" means any person who 
is employed by the Company who, during the Plan Year or the preceding 
Plan Year.

     (a)    was a Five Percent Owner of the Employer (as defined in 
Code Section 416(i) and Section 17.20 hereof); or

     (b)    received more than $75,000 (as adjusted for cost of 
living increases) in annual compensation (within the meaning of Code 
Section 414(q)(7)) from the Employer (and from each employer required 
to be aggregated under Code Section 414(b), (c), (m) or (o)); or

     (c)    received more than $50,000 (as adjusted for cost of 
living increases) in annual compensation from the Employer (and from 
each employer required to be aggregated under Code Section 414(b), 
(c), (m) or (o)), and was a member of the "Top-Paid Group" of the 
Company (as defined at Subsection (e) immediately below) for such 
Plan Year; or




FINA CAPITAL ACCUMULATION PLAN - 53
<PAGE>   58
     (d)   was an officer of the Employer (as defined in Code Section 
416(i)) and received compensation from the Company (and from each 
employer required to be aggregated under Code Section 414(b), (c), 
(m) or (o)) for such Plan Year greater than 50% of the dollar 
limitation at Code Section 415(b)(1)(A).

     (e)   Special Rule for Current Year.  In the year for which the 
relevant determination is being made, if an employee is not described 
in Subsections (b), (c), or (d) immediately above of this Section for 
the preceding year (without regard to this Subsection) such person 
shall not be treated as described in Subparagraph (b), (c), or (d) 
unless such employee is also a member of the group consisting of the 
100 employees paid the greatest compensation during the year for 
which such determination is being made.

     (f)   Top Paid Group.  An employee is in the Top-Paid Group of 
employees for any year if such employee is in the group consisting of 
the top 20 percent of the employees when ranked on the basis of 
compensation paid during such year.

     (g)   Special Rules for Treatment of Officers.

           (i)  Not more than 50 Officers Taken into Account.  For 
purposes of this Section, no more than 50 employees (or, if lesser,  the
greater of 3 employees or 10 percent of the  employees) shall be treated as
officers.

           (ii) At least One Officer Taken into Account.  If for any 
year no officer of the Company is described in Subsection (d) above,  then
the single highest paid officer of the Company for such year shall be treated
as described in such subsection.

     (h)   Treatment of Certain Family Members.

           (i)  In General.  If any individual is a member of the 
"Family" of a Five Percent Owner or of a Highly Compensated Employee  in the
group consisting of the 10 Highly Compensated Employees paid  the greatest
compensation during the year, then for purposes of this  Section:

                (A) such individual shall not be considered a separate 
employee, and

                (B) any compensation paid to such individual (and any 
applicable contribution or benefit on behalf of such individual) 
shall be treated as if it were paid to (or on behalf of) the Five 
Percent Owner or Highly Compensated Employee.




FINA CAPITAL ACCUMULATION PLAN - 54
<PAGE>   59
         (ii) Family.  For purposes of this Subsection, the term "Family" 
means, with respect to any employee, such employee's spouse and 
lineal ascendants or descendants and the spouses of such lineal 
ascendants or descendants.

      (i)   Former Employees. A former employee shall be treated as a 
Highly Compensated Employee if --

              (i) such employee was Highly Compensated Employee when 
such employee separated from service, or

              (ii)such-employee was a Highly Compensated Employee at 
any time after attaining age 55.

    Section 17.27.  "Non-Highly Compensated Employee" means each 
Employee of the Company other than a Highly Compensated Employee.

    Section 17.28.  "Key Employee" means any Employee or former 
Employee (and his Beneficiaries) if at any time during the Plan Year 
containing the Determination Date for the Plan Year in question or 
any of the preceding four (4) Plan Years (the "testing period") the 
Employee (or former Employee [and his Beneficiaries]) is (was):

    (a)  an "Officer" (as defined in this section below) of an 
Employer (or of any company required to be aggregated under Code 
Section 414(b), (c), (m) or (o)) having annual compensation for the 
Plan Year greater than fifty percent (50%) of the amount in effect 
under Code Section 415(b)(1)(A) for the calendar year in which such 
Plan Year ends.  Further, for these purposes, after aggregating all 
employees required to be aggregated under Code Sections 414(b), (c), 
(m) and (o), no more than 50 employees - or if lesser, the greater of 
3 employees or 10% of the employees - shall be treated as Officers.  
Determination of who is an officer shall be made by the Committee 
based on all the facts and circumstances, including, but not limited 
to, the source of authority, the term, the nature and extent or 
limits of duty.  Generally the term "Officer" means an administrative 
executive in regular and continuous service and effective for Plan 
Years beginning after February 28, 1985, such determination is made 
regardless of whether the company or Affiliated Company is 
incorporated.

    (b)  one of the ten Employees having annual compensation from an 
Employer for the Plan Year, in excess of the limitation in effect 
under Code Section 415(c)(1)(A) for the calendar year in which the 
Plan Year ends, owning (or considered as owning within the meaning of 
Code Section 318, as modified by Code Section 416(i)(1)(B)(iii)(I)) 
both more than a 1/2 percent ownership interest and the largest 
interests in an Employer or any Affiliated Company. If two or more 
Employees have the same percentage interest during the "testing 
period," the Employee having greater annual compensation, from the




FINA CAPITAL ACCUMULATION PLAN - 55
<PAGE>   60
Employer or any Affiliated Company for the Plan Year during any part 
of which that ownership interest existed, shall be treated as having 
a larger interest.

    (c) a "Five Percent Owner" of the Employer.  "Five Percent Owner" 
means any person who owns (or is considered as owning within the 
meaning of Code Section 318, as modified by Code Section 
416(i)(1)B)(iii)(I)) more than five percent (5%) of the outstanding 
stock of the Company or stock possessing more than five percent (5%) 
of the total combined voting power of all stock of the Employer (if 
the Employer is not a corporation, any person who owns more than 5% 
of the capital or profits interest in an Employer).  In determining 
percentage ownership hereunder, employers that would otherwise be 
aggregated under Code Sections 414(b), (c), (m) and (o) shall be 
treated as separate employers.

    (d) a "One Percent Owner" of an Employer having an annual 
Compensation from the Company of more than $150,000.  "One Percent 
Owner" means any person who owns (or is considered as owning within 
the meaning of Code Section 318 as modified by Code Section 
416(i)(1)(B)(iii)(I)) more than one percent (1%) of the outstanding 
stock of an Employer or stock possessing more than one percent (1%) of 
the total combined voting power of all stock of an Employer (if the 
Company is not a corporation, any person who owns more than one 
percent (1%) of the capital or profits interest in the Company).  In 
determining percentage ownership hereunder, employers that would 
otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) 
shall be treated as separate employers.  However, in determining 
whether an individual has Compensation of more than $150,000, 
Compensation from each employer required to be aggregated under Code 
Sections 414(b), (c), (m) and (o) shall be taken into account.

    (For purposes of determining whether the Plan is a Top Heavy Plan 
or a Super Top Heavy Plan, a Beneficiary of a deceased Participant 
shall be deemed a Key Employee if the Participant from whom he takes 
was a Key Employee, or a Non-Key Employee if the Participant from 
whom he takes was a Non-Key Employee.)

     Section 17.29. "Non-Key Employee" means any Employee or former 
Employee who is not a Key Employee.

      Section 17.30. "Leased Employees" means any person (other than 
an employee of the recipient company) who, pursuant to an agreement 
between the recipient company and any other person ("leasing 
organization"), has performed services for recipient company (or for 
the recipient company and related persons determined in accordance 
with Section 414(n)(6) of the Code) on a substantially full-time 
basis for a period of at least one year and such services are of a 
type historically performed by employees in the business field of the 
recipient company. Solely  for purposes of Code Section 401(a)(3), 
(4), (7), (16), (17) and (26) and Code Sections 408(k), 410, 411, 415 
and 416, and not for purposes of participation in this Plan, any 
leased employee shall




FINA CAPITAL ACCUMULATION PLAN - 56
<PAGE>   61
be treated as an employee of the recipient company; however, 
contributions or benefits provided by the leasing organization which 
are attributable to services performed for the recipient company 
shall be treated as provided by the recipient company.

      If 20 percent or less of the recipient company's "non-highly 
compensated workforce" as defined at Code Section 414(n)(5)(C)(ii), 
are leased employees, then the preceding sentence shall not apply to 
any leased employees who participated in a money purchase pension 
plan maintained by the leasing organization providing terms not less 
favorable than:  (1) a nonintegrated company contribution at the rate 
of 10 percent of compensation, (2) immediate participation, and (3) 
full and immediate vesting (the "safe harbor plan").  Any leased 
employee whose compensation from the leasing organization is less 
than one thousand dollars ($1,000) during the Plan Year and in each 
of the three (3) prior Plan Years need not be covered by the safe 
harbor plan, nor treated as an employee of the recipient company.

      Section 17.31. "Match Accounts" means the Pre-84 Match Account 
and the Post-83 Match Account.

      Section 17.32. "Matching Contribution" means a contribution 
made by an Employer to this Plan for a Participant pursuant to 
Section 3.2.

      Section 17.33. The "Named Fiduciary" of the Plan within the 
meaning of Section 402(a) of the Act shall be the Committee.

      Section 17.34. "Net Profits" means an Employer's current 
profits or accumulated earned surplus as determined under generally 
accepted accounting principles and without regard to whether such 
Employer has current or accumulated earnings and profits for federal 
income tax purposes.

      Section 17.35. "One Year Break in Service" means a Vesting 
Computation Period during which a Participant completes 500 or fewer 
Hours of Service with an Employer.  No One Year Break in Service will 
occur where an Employer, pursuant to an established nondiscriminatory 
policy, authorizes a leave of absence occasioned by illness, military 
service or any other reason.

       Section 17.36. "Participant" means an Employee who becomes 
a Participant in accordance with the provisions of the Plan and whose 
vested account under the Plan has not been fully distributed.

      Section 17.37. "Permanent Disability" means the total and 
permanent incapacity of a Participant to perform the usual duties of 
his employment with an Employer or Affiliated Company.  A Participant 
is considered permanently disabled under this Plan if he is 
considered totally and permanently disabled under the Company's 
long-term disability plan (or would be so considered if he were 
covered under that plan).




FINA CAPITAL ACCUMULATION PLAN - 57
<PAGE>   62
      Section 17.38. "Plan" means this employee benefit plan as 
captioned above which is a profit sharing plan with a qualified cash 
and deferred arrangement.

      Section 17.39. "Plan Year" means the period January 1 - 
December 31.

      Section 17.40. "Post-83 Match Account" means the account 
established and maintained under the Plan by the Committee to record 
a Participant's interest under this Plan attributable to (a) Matching 
Contributions made by an Employer to this Plan for such Participant 
and (b) forfeitures applied pursuant to Section 3.2 to reduce the 
Matching Contributions which would otherwise have been made by an 
Employer for such Participant.

      Section 17.41. "Pre-84 Match Account" means the account 
established and maintained under the Plan by the Committee to record 
a Participant's interest under this Plan attributable to 
contributions made by an Employer to the First Thrift Plan for such 
Participant.

      Section 17.42. "PSA Stock" means the common stock of Petrofina, 
S.A., a corporation organized under the laws of the Kingdom of 
Belgium.

      Section 17.43. "Qualified Investment Manager" means an 
investment adviser registered under the Investment Advisers Act of 
1940, a bank as defined in that statute, or an insurance company 
qualified to perform investment management services under the laws of 
more than one State.

      Section 17.44. "Retirement" means retirement under the 
provisions of a pension or retirement plan of an Employer or 
Affiliated Company on or after attaining the age of fifty-five (55) 
years.

      Section 17.45. "Super Top Heavy Plan" means, for the Plan Years 
commencing after December 31, 1983, that as of the Determination Date 
(as defined above), (1) the sum of the Aggregate Accounts of Key 
Employees, and/or (2) the Present Value of Accrued Benefits of Key 
Employees under this Plan (and any plan of a "Required Aggregation 
Group") exceeds ninety percent (90%) of the Present Value of Accrued 
Benefits and/or the Aggregate Accounts of all Participants under this 
Plan and any plan of a "Required Aggregation Group".

      Section 17.46. "Super Top Heavy Plan Year" means that for a 
particular Plan Year (starting with the Plan Year beginning on 
January 1, 1984), the Plan is a Super Top Heavy Plan.

      Section 17.47. "Top Heavy Plan" means, for Plan Years (starting 
with the Plan Year beginning on January 1, 1984), that, as of the 
Determination Date, (1) the sum of the Aggregate Accounts of Key 
Employees and/or (2) the Present Value of Accrued Benefits of Key 
Employees under this Plan and any plan of a Required Aggregation 
Group, exceeds sixty percent (60%) of the Present Value of Accrued




FINA CAPITAL ACCUMULATION PLAN - 58
<PAGE>   63
Benefits and/or the Aggregate Accounts of all Participants under this 
Plan and any plan of a Required Aggregation Group.

      Section 17.48. "Top Heavy Plan Year" means that, for a 
particular Plan Year (starting with the Plan Year beginning on 
January 1, 1984), the Plan is a Top Heavy Plan.

      Section 17.49. "Termination of Employment" means termination of 
employment with an Employer, whether voluntarily or involuntarily.

      Section 17.50. "Trust" or "Trust Fund" means the legal entity 
which is established by separate agreement and which forms a part of 
this Plan.

      Section  17.51. "Trustee"  means the party or parties, individual 
or corporate, named in the separate Trust Agreement and any duly 
appointed additional or successor Trustee(s).

      Section 17.52. "Valuation Date" means those date(s) on which 
the assets of the plan are valued.

      Section 17.53. "Vested Benefit" or "Vested Interest" means any 
nonforfeitable right of a Participant in his Account(s).

      Section 17.54. "Vested Participant" means a Participant who has 
either attained the age of 55 years or completed at least five (5) 
Years of Service.

      Section 17.55. "Vesting Computation Period" means the Plan 
Year.

       Section 17.56. "Construction".  The titles to the Articles and 
the headings of the Sections in this Plan are placed herein for 
convenience of reference only and in case of any conflict the text of 
this instrument, rather than such titles or headings, shall control.  
Whenever a noun or pronoun is used in this Plan in plural form and 
there be only one person or entity within the scope of the words so 
used, or in singular form and there be more than one person or entity 
within the scope of the word so used, such word or pronoun shall have 
a plural or singular meaning as appropriate under the circumstance.  
Masculine pronouns shall include their feminine counterparts and vice 
versa.




FINA CAPITAL ACCUMULATION PLAN - 59
<PAGE>   64
     IN WITNESS WHEREOF, this amendment and restatement has been 
executed by FINA, Inc. on behalf of all Employers and its corporate 
seal affixed and attested this 9th day of December, 1991, effective 
January 1, 1987 except as otherwise stated above.

                                  FINA, INC.

(SEAL)

                                  By: Glenn E. Selvidge                
                                      Vice President


ATTEST:


Linda Middleton
Asst. Secretary




FINA CAPITAL ACCUMULATION PLAN - 60