<PAGE>   1
                                              Exhibit 10 g





















              EMPLOYEE STOCK OWNERSHIP PLAN

                            OF


             AMERICAN PETROFINA, INCORPORATED

<PAGE>   2
                    TABLE OF CONTENTS*

                                                   PAGE


SECTION l.    Definitions                            1

SECTION 2.    Participation                         10

SECTION 3.    Company Contributions, Employee
              Contributions and Investment
              Credit Recapture                      11

SECTION 4.    Allocation of Shares to
              Participants                          18

SECTION 5.    Dividends                             23

SECTION 6.    Voting Rights                         24

SECTION 7.    Expenses                              25

SECTION 8.    Vesting                               27

SECTION 9.    Distributions from the
              Trust Fund                            27

SECTION 10.   The Trust Fund                        34

SECTION 11.   Committee of Administration           35

SECTION 12.   Amendment, Suspension and
              Termination; Merger, Consolidation
              and Transfer                          41

SECTION 13.   Miscellaneous                         46









    * The Table of Contents is not a part of this 
instrument.


                           (i)
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SECTION 1.    Definitions.

         The following words and phrases as used herein shall have the 
following meanings unless a different meaning is plainly required by the 
context:

         1.1  "Board of Directors" shall mean the Board of Directors of the 
Company.

         1.2  "Break in Service" shall mean any Year during which an Employee 
does not complete more than 500 Hours of Service.

         1.3  "Committee" shall mean the committee established to administer 
the Plan in accordance with Section 11.

         1.4  "Company" shall mean American Petrofina, Incorporated, a Delaware 
corporation, or any successor to it in ownership of all or substantially all of 
its assets.

         1.5  "Company Contributions" for any Year shall mean the total 
contributions by the Company and any Participating Companies for that Year made 
under the Plan in accordance with Section 3.




                                       
                                      
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         1.6  "Compensation" shall mean for any Year the total of all amounts 
paid to a Participant by the Company or any Participating Company for personal 
services as salary, wages, bonuses or overtime pay, but such term shall not 
include any other payments, any Company Contributions or benefits paid under 
this Plan.

         1.7  "Effective Date" shall mean January 1, 1976.

         1.8  "Employee" shall mean any employee or officer of an Employer who 
is not included in a unit of employees represented by a collective bargaining 
agent.

         1.9  "Employee Contributions" for any Year shall mean the total 
contributions by Participants for that Year made under the Plan in accordance 
with Section 3.

         1.10 "Employer" shall mean the Company, any subsidiary of the Company 
or any subsidiary of any subsidiary of the Company.

         1.11 "ERISA" shall mean the provisions of the Employee Retirement 
Income Security Act of 1974, as it (or the provisions of the United States Code 
in which such provisions appear) may be amended from time to time,




                                       
                                      
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or any successor legislation adopted in lieu thereof, and references herein to 
any specific provision of ERISA shall be deemed also to refer to any specific 
provision of ERISA as it may hereafter be so amended or replaced.

         1.12 "Fiduciary Responsibility" shall mean those operational and 
administrative duties required to be performed by fiduciaries pursuant to the 
provisions of Part 4 of Title I of ERISA.

         1.13 "Hour of Service" shall mean each hour described in (b) through 
(g) below, determined as provided in (a) below.  No Hour of Service shall be 
counted more than once under this Section 1.13.

              (a)  An Employee's Hours of Service shall  
    be determined and credited in accordance with the 
    Rules and Regulations for Minimum Standards for 
    Employee Pension Benefit Plans, 29 C.F.R. Part 2530, 
    promulgated by the United States Department of Labor, 
    as amended from time to time, or any successor 
    regulations promulgated in lieu thereof.   Pursuant  
    to 29 C.F.R. Section 2530.200b-3(e) (1) (iv) , in lieu of 
    recording each Hour of Service, as defined in 
    subsections (b)-(g) below, an Employee shall be




                                       
                                      
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credited with 190 Hours of Service for each month for 
which he would otherwise be required to be credited    
with at least one such Hour of Service, as defined   
below.

              (b)  Each hour for which an Employee is      
paid, or entitled to payment, for the performance of 
duties for the Employer during the applicable period.

              (c)  Each hour for which an Employee is 
paid, or entitled to payment, by the Employer 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. 
Notwithstanding the preceding sentence:

                   (i)  No more than 501 Hours of 
    Service shall be credited to an Employee on 
    account of any single continuous period during 
    which the Employee performs no duties;




                                       
                                      
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                   (ii)  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  
    the Employee 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

                   (iii)  An hour shall not be credited 
    for a payment which solely reimburses an Employee 
    for medical or medically-related expenses 
    incurred by the Employee.

        (d)  During a period of Authorized Absence, 
each hour for which an Employee would normally have 
been directly or indirectly paid, or entitled to 
payment, by the Employer for the performance of duties 
had the Employee performed duties during such period 
in accordance with his most recent normal work 
schedule prior to the Absence.  Such hours shall be 
credited to the Employee for the period in which the 
duties would have been performed.  For purposes of 
this subsection (d) , "Authorized Absence" shall mean




                                       
                                      
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    absence authorized by the Employer without loss of   
    employment status, including leave of absence for    
    military or governmental service, for which no       
    compensation is paid by the Employer.                
                                                         
              (e)  Each hour for which back pay,         
    irrespective of mitigation of damages, is either     
    awarded or agreed to by the Employer.                
                                                         
              (f)  Each hour for which an Employee is    
    required to be given credit for an Hour of Service   
    under any Federal law other than ERISA.  The nature  
    and extent of any such hours shall be determined     
    under any such law.                                  
    
              (g)  In the sole discretion of the Board   
    of Directors, hours in respect of service with any   
    corporation which shall be merged into or shall be   
    consolidated with an Employer or all or substantially
    all of the assets of which shall have been acquired  
    by an Employer.                                      

         1.14 "Internal Revenue Code" shall mean the 
Internal Revenue Code of 1954, as it may be amended from 
time to time, or any successor revenue code which may 
hereafter be adopted in lieu thereof, and references




                                       
                                      
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herein to any specific provision of the Internal Revenue 
Code shall be deemed also to refer to the corresponding 
provision of the Internal Revenue Code as it may  
hereafter be so amended or replaced.

         1.15  "Matching Employee Contributions" shall 
mean for any Year the aggregate of the Employee 
Contributions for such Year which qualify to be matched by 
Company Contributions under Tax Reduction Act Section 
301(e).

         1.16  "Participant" shall mean any Employee of 
the Company or a Participating Company who has become a 
Participant in the Plan in accordance with Section 2.

         1.17 "Participating Company" shall mean any 
corporation (other than the Company) which for any Year 
qualifies to file a consolidated Federal income tax  
return with the Company, provided that such corporation 
shall be designated by the Board of Directors as a 
Participating Company for the purposes of the Plan and 
that the board of directors of such corporation shall 
adopt the Plan and Trust Agreement.  Any Participating 
Company shall cease to be a Participating Company under 
the Plan upon the joint action of the Board of Directors




                                       
                                      
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and the board of directors of such Participating Company.

         1.18  "Plan" shall mean this Employee Stock 
Ownership Plan of American Petrofina, Incorporated, as 
amended from time to time.

        1.19  "Shares" shall mean collectively the 
Company's Class A and Class B common stock, such common 
stock being referred to herein as "Class A Shares" and 
"Class B Shares", respectively.

         1.20  "Tax Reduction Act" shall mean the Tax 
Reduction Act of 1975, as it (or the provisions of the 
United States Code in which it appears) may be amended 
from time to time, or any successor legislation adopted  
in lieu thereof, and references herein to any specific 
provision of the Tax Reduction Act shall be deemed also  
to refer to any specific provision of the Tax Reduction 
Act as it may be hereafter so amended or replaced.

         1.21 "Trust Agreement" shall mean the agreement 
and declaration of trust entered into in accordance with 
Section 10.




                                       
                                      
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         1.22  "Trust Fund" shall mean the fund held by 
the Trustee under the Trust Agreement in accordance with 
Section 10.

         1.23  "Trustee" shall mean the trustee or 
trustees under the Trust Agreement entered into in 
accordance with Section 10.

         1.24  "Year" shall mean a calendar year.  The 
Plan Year shall be the calendar year.
         
         1.25 Year of Service" shall mean the 12- 
consecutive-month period, commencing on the date an 
Employee first performs an Hour of Service, in which the 
Employee completes at least 1,000 Hours of Service.  In 
the case of an Employee who has terminated employment 
prior to becoming a Participant, "Year of Service" also 
shall mean the 12-consecutive-month period, commencing   
on the date on which such Employee first performs an Hour 
of Service upon returning to employment following his  
most recent termination of employment, in which the 
Employee completes at least 1,000 Hours of Service.  If  
an Employee fails to complete at least 1,000 Hours of 
Service in any 12-consecutive-month period described in 
either of the two preceding sentences, "Year of Service"




                                       
                                      
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shall mean any Year in which the Employee completes at 
least 1,000 Hours of Service.

         1.26  Except as the context otherwise requires, 
the masculine pronoun shall include the feminine.

SECTION 2.    Participation.

         2.1  Eligibility for Participation.  Each 
Employee of the Company or a Participating Company shall 
become a Participant on January 1, 1976 if he had 
completed at least one Year of Service on that date.  Any 
other Employee of the Company or a Participating Company 
shall become a Participant on the first day of any month 
coincident with or next following his completing one Year 
of Service.
         
         2.2  Loss of Participation.  A Participant shall 
cease participation as of the date he terminates 
employment with the Company or a Participating Company   
or as of the first day of any Year in which he incurs a 
Break in Service.

         2.3  Return to Participation.  A former 
Participant who has terminated employment but has not 
incurred a Break in Service shall again become a




                                        
                                      
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Participant as of the date he is re-employed by the 
Company or a Participating Company.  A former Participant 
who has incurred a Break in Service (whether or not he  
has terminated employment) shall again become a 
Participant as of the first day of any Year following  
such Break in Service in which he completes at least  
1,000 Hours of Service.

SECTION 3.    Company Contributions, Employee 
              Contributions and Investment Credit 
              Recapture.


         3.1  Company Contributions.  (a)  For each Year, 
commencing with 1976, the Company and each Participating 
Company shall contribute, in such proportions as such 
companies shall together agree, to the Trust Fund cash   
or Shares of an aggregate value equal to the additional 
investment credit determined under Internal Revenue Code 
Section 46(a) (2) (B) , if any, with respect to the 
aggregate qualified investment of the Company and all 
Participating Companies, as determined under Internal 
Revenue Code Sections 46(c) and 46(d) (the "Company 
Contribution").  To the extent that a Company  
Contribution is in cash, such cash shall be used by the 
Trustee to purchase Class A or Class B Shares as soon as 
reasonably practicable following receipt thereof by the




                                        
                                      
<PAGE>   14
Trustee.  Except as provided in Section 3.5, no other 
contributions to the Trust Fund shall be required or 
permitted.

         (b)  Class A Shares and Class B Shares directly 
attributable to Company Contributions, as defined in 
Section 3.1(a) above, shall be acquired by the Trust Fund 
in a ratio substantially equal to the proportion that the 
value of all outstanding Class A Shares, as determined   
in Section 3.3 below, bears to the value of all 
outstanding Class B Shares, in both cases excluding all 
such Shares held by the Trust Fund.  For this purpose, 
Class B Shares shall be valued at the same value as the 
same number of Class A Shares.

         3.2  Time of Company Contributions.  Company 
Contributions in cash and in Shares and Shares purchased 
by the Trustee using Company Contributions in cash shall 
be transferred to the Trust Fund prior to or as soon as 
reasonably practicable following the due date (including 
extensions) for filing the Company's Federal income tax 
return for the Year for which the Company Contributions 
are made; provided, that if any additional investment 
credit of the Company or any Participating Company, 
determined under Internal Revenue Code Section




                                        
                                      
<PAGE>   15
46(a)(2)(B), exceeds the limitations on allowable tax 
credits of Internal Revenue Code Section 46(a)(3), then
    
              (i)  that portion of the Shares allocable         
    to investment credit carrybacks of such excess credit       
    shall be transferred to the Trust Fund within the time      
    prescribed in Section 3.2 above for the Company             
    Contribution for the unused credit year, as defined         
    in Internal Revenue Code Section 46(b), and                 
    
              (ii) that portion of Shares allocable to          
    investment credit carryovers of such excess credit          
    shall be transferred to the Trust Fund within the           
    time prescribed in Section 3.2 above for the Year to        
    which such portion is carried over.                         

         3.3  Valuation of Share Contributions.  For 
purposes of Section 3.1 above, Company Contributions in 
Shares shall be valued (i) by taking the average of 
closing sale prices of the Class A Shares, as reported   
by the composite tape for securities listed on the 
American Stock Exchange, Inc., for the 20 consecutive 
trading days immediately preceding the date on which the 
Company's Federal income tax return is filed for the Year 
with respect to which such Company Contributions are




                                        
                                      
<PAGE>   16
made, or (ii) in the case of Class B Shares, not listed  
on a national exchange, at the value, as determined in    
(i) above, of the same number of Class A Shares.

         3.4  Initial Plan Qualification. 
Notwithstanding anything contained herein to the  
contrary, if an application for a determination that the 
Plan satisfies the requirements of Sections 301(d) and 
301(e) of the Tax Reduction Act and Internal Revenue Code 
Section 401(a) is filed with the Internal Revenue Service 
not later than 90 days following the date on which the 
Company's tax credit under Internal Revenue Code Section 
38 for 1976 with respect to the Plan is allowed, and if 
such determination is not issued, then all Company 
Contributions made to the Trust Fund may be returned to 
the Company and the Participating Companies within 12 
months after the date on which the Internal Revenue 
Service issues notice to the Company that the Plan does 
not satisfy the foregoing requirements or otherwise 
advises the Company that it refuses to issue a favorable 
determination.




                                        
                                      
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         3.5  Employee Contributions.  (a) For each   
Year, commencing with 1977, each Participant may elect   
to make voluntary Employee Contributions in cash to the 
Trust Fund in an amount not less than 2% nor more than  
10% of the Participant's Compensation for the Year; 
provided, that such Participant must designate in writing 
that his Employee Contributions for that Year shall be 
available as Matching Employee Contributions.  Such 
Employee Contributions shall be made by payroll  
deductions or such other means as the Committee may 
prescribe.  Employee Contributions shall be accumulated 
and held by the Company, without interest, and shall be 
transferred to the Trust Fund at the end of each quarter 
of the Year.

         (b)  Employee Contributions shall be used by the 
Trustee to purchase Shares as soon as reasonably 
practicable following the date on which such Employee 
Contributions are received by the Trustee.  Class A  
Shares and Class B Shares so purchased shall be acquired 
by the Trustee in a ratio, at the date of any acquisition 
of such Shares, substantially equal to the proportion  
that the fair market value of all outstanding Class A 
Shares bears to the fair market value of all outstanding




                                        
                                      
<PAGE>   18
Class B Shares, in both cases excluding all such Shares 
held by the Trust Fund.  For this purpose, Class B Shares 
shall be valued at the same fair market value as the same 
number of Class A Shares.

         3.6  Additional Investment Credit Recapture.
(a) Except as otherwise provided in Section 3.6(b) (iii) 
below, if the amount of any additional investment credit 
determined under Internal Revenue Code Section  
46(a)(2)(B) is recaptured or redetermined in accordance 
with the provisions of said Internal Revenue Code, then 
the Company Contributions attributable thereto which have 
been transferred to the Trust Fund shall remain in the 
Trust Fund and shall continue to be allocated to 
Participants in the Plan.

         (b)  If any such credit is so recaptured, then:

              (i)   the Company or any Participating 
    Company may reduce the amount of its Company           
    Contribution for the Year in which recapture occurs    
    or any succeeding Years by the portion of the amount   
    so recaptured which is attributable to its respective  
    Company Contributions to the Trust Fund, or            




                                        
                                      
<PAGE>   19
              (ii) the Company or any Participating          
    Company may deduct said portion for Federal income  tax      
    purposes, subject to the limitations of Internal Revenue     
    Code Section 404, or                                         
                                                                 
              (iii) the Company or any Participating         
    Company may withdraw from the Trust Fund an amount           
    attributable to Company Contributions which is not           
    in excess of such portion which is recaptured, on            
    condition that (A) while subject to withdrawal               
    because of recapture, such amounts are segregated            
    from other Trust Fund assets, and (B) separate               
    accounts are maintained for Participants on whose            
    behalf said amounts have been allocated.  For this           
    purpose, Shares to be withdrawn from the Trust Fund          
    shall be valued at their fair market value at the            
    date of withdrawal.  Shares, dividends and other             
    assets in the Trust Fund attributable to Employee            
    Contributions may not be withdrawn under this Section        
    3.6(b)(iii).                                                 

         (c)  If the amount of the credit claimed by the 
Company or a Participating Company for any Year under 
Internal Revenue Code Section 38 is reduced because of    
a final redetermination of Federal income tax and Company




                                        
                                      
<PAGE>   20
Contributions were made for such Year, then either:

               (i)  the Company or any Participating 
    Company may reduce the amount of its Company           
    Contribution for the Year in which such                
    redetermination becomes final or any succeeding Year   
    by the portion of the amount of such reduction in the  
    credit or increase in tax which is attributable to     
    such Company Contributions, or                         

              (ii)  the Company or any Participating 
    Company may deduct such portion for Federal income tax       
    purposes, subject to the limitations of Internal             
    Revenue Code Section 404.                                    

SECTION 4.    Allocation of Shares to Participants.


         4.1   Proportionate Allocation.  (a)  All Shares 
directly attributable to Company Contributions which may 
be made without regard to any Matching Employee 
Contributions for any Year, as determined under Internal 
Revenue Code Section 46(a)(2)(B)(i), shall be allocated 
(to the nearest 1/100 of a Share) as of the end of such 
Year to the account of each Participant who completed at 
least 1,000 Hours of Service while a Participant during 
such Year in an amount which bears substantially the same




                                        
                                      
<PAGE>   21
proportion to the amount of all such Shares allocated for 
such Year to all Participants as the amount of such 
Participant's Compensation while a Participant for the 
Year (not in excess of $100,000) bears to the  
Compensation paid to all such Participants, while 
Participants, during that Year (disregarding each 
Participant's Compensation in excess of $100,000).

         (b)  All Shares directly attributable to Company 
Contributions which may be made only to match Matching 
Employee Contributions for the Year, as determined under 
Internal Revenue Code Section 46(a)(2)(B)(ii), shall be 
allocated as of the end of such Year to the account of 
each Participant in an amount equal to such Participant's 
share of the Matching Employee Contributions to the Trust 
Fund for such Year.

         (c)  All Shares purchased with Employee 
Contributions shall be allocated, as soon as reasonably 
practicable after they are purchased by the Trustee, to 
the accounts of the Participants who made such Employee 
Contributions.




                                        
                                      
<PAGE>   22
         (d) All Class A Shares and Class B Shares 
allocated to Participants' accounts under this Section  
4.1 shall be so allocated in the ratio, at the date of 
acquisition of such Shares by the Trustee, as set forth  
in Section 3.5(b) above.

         4.2  Limitations on Allocations.  (a) The total 
"annual addition", as defined below, allocated to any 
Participant's account during any Year shall not exceed  
the lesser of:

              (i)   the sum of (A) $26,825, adjusted for 
    each Year to take into account any cost-of-living       
    increase provided for that Year under Section 415(d)    
    of the Internal Revenue Code, plus (B) the lesser of    
    $26,825, as so adjusted, or the amount of the Company   
    Contributions for the Year, or                          

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

For purposes of this Section 4.2, the "annual addition" 
for any Year shall mean the sum of (1) the value of  
Shares directly attributable to Company Contributions and 
(2) the lesser of (A) the amount of the Participant's 
Employee Contributions for the Year in excess of 6% of




                                        
                                      
<PAGE>   23
his Compensation for such Year or (B) one-half of his 
Employee Contributions for such Year.

         (b)  For purposes of the computation of the 
limitation in Section 4.2(a) above, the amount referred  
to in Section 4.2(a)(i)(B) above shall be deemed to be 
zero if more than one-third of the Shares directly 
attributable to Company Contributions for that Year are 
allocated to the group of Participants consisting of 
officers of the Company, shareholders owning more than  
10% of the Company's Shares (determined under Internal 
Revenue Code Section 415(c)(6)(a)(iv)) and Participants 
whose Compensation for the Year exceeds an amount equal  
to twice $26,825, adjusted as described above.

         (c)  Notwithstanding the foregoing, in any case 
in which an individual is a Participant in the Plan and   
a participant in a defined benefit plan maintained by the 
Company or a Participating Company, the sum of such 
individual's "defined benefit plan fraction" and his 
"defined contribution plan fraction" for any Year, as 
defined in Internal Revenue Code Section 415(e), may not 
exceed 1.4.  The otherwise permissible "annual additions" 
to any such Participant under the Plan may be reduced to 
the extent necessary, as determined by the Committee, to




                                        
                                      
<PAGE>   24
prevent disqualification of the Plan, or of any other tax- 
qualified plan of deferred compensation maintained by the 
Company or a Participating Company in which such 
Participant is a member, under the 1.4 limitation imposed 
by Internal Revenue Code Section 415(e).  The Committee 
shall advise affected Participants of any additional 
limitation on "annual additions" required by the  
preceding sentences.

         4.3  Reallocation of Shares.  To the extent that 
any Shares directly attributable to Company Contributions 
cannot be allocated for any Year to a Participant's 
account because of the limitations contained in Section 
4.2 above, such Shares shall be proportionately 
reallocated for that Year under Section 4.1 to the 
accounts of other Participants.  If the amount of such 
Shares for any Year exceeds the amount which can be 
allocated under Section 4.2 and this Section 4.3 for that 
Year, such Shares shall be held in an unallocated account 
in the Trust Fund and shall be allocated proportionately 
under Section 4.1 for the next following Year.




                                        
                                      
<PAGE>   25
SECTION 5.  Dividends.

         5.1  Reinvestment of Dividends.  Except as may 
otherwise be directed by the Committee or otherwise be 
provided in the Plan, all dividends paid on Shares held  
in the Trust Fund shall be used by the Trustee to  
purchase Class A Shares.  Such additional Class A Shares 
purchased with dividends on Shares allocated to a 
Participant's account shall be allocated to such 
Participant in the same proportion as the number of  
Shares (including fractional Shares) which were credited 
to such Participant's account immediately prior to the 
record date of the dividend bears to the total number of 
Shares (including fractional Shares) then credited to all 
such accounts.  Except as provided in Section 9.1(a) 
below, additional Class A Shares purchased with dividends 
and allocated to a Participant's account shall be 
distributed from such account at the same time and manner 
as are the Shares with respect to which said dividends 
were allocated.  Such additional Class A Shares purchased 
with dividends on Shares not allocated to a Participant's 
account shall be held with such unallocated Shares and 
allocated or otherwise distributed or withdrawn from the 
Trust Fund at the same time and manner as are said




                                        
                                      
<PAGE>   26
Shares.

SECTION 6.    Voting Rights.

         6.1  Voting by Participants.  Each Participant shall be entitled to 
direct the Trustee as to the manner in which any rights--including but not 
limited to voting rights, subscription rights and conversion privileges--with 
respect to any Shares allocated to such Participant's account are to be 
exercised.  For this purpose, the Committee shall notify each Participant of 
each annual or special meeting of the shareholders of the Company and of any 
other occasion for the exercise of voting or other rights by such shareholders 
not later than the date, prior to such meeting or other occasion, on which the 
Company so notifies its other shareholders. The notification shall include a 
copy of any proxy solicitation material and any other information which the 
Company distributes to shareholders regarding the exercise of voting or other 
rights, together with a form requesting instructions to the Trustee as to how 
the Participant's rights are to be exercised.  The Committee shall tabulate and 
certify to the Trustee the instructions received, and the Trustee shall vote or 
otherwise exercise rights with respect to Shares as




                                         
                                      
<PAGE>   27
instructed.  The Trustee shall not vote or otherwise 
exercise rights with respect to any Shares as to which   
no instructions from Participants have been duly received 
and certified.

SECTION 7.    Expenses.


         7.1  In General.  Except as otherwise provided 
below, all expenses of establishing and administering the 
Plan and Trust Fund shall be paid by the Company.

         7.2  Expenses of Establishment.  As  
reimbursement for the expenses of establishing the Plan, 
the Company may withhold from the amount of the total 
Company Contribution for 1976 so much of the amounts paid 
or incurred in connection with the establishment of the 
Plan as does not exceed the sum of (i) 10% of the first 
$100,000 of such Company Contribution for 1976 and (ii)  
5% of any amount in excess of such first $100,000; 
provided, that such withholding shall not reduce the 
additional investment credit to which the Company would 
otherwise be entitled under Internal Revenue Code Section 
46(a)(2)(B).




                                        
                                      
<PAGE>   28
         7.3  Expenses of Administration.   As 
reimbursement for the expenses of administering the Plan, 
the Company may withhold from the amount of the total 
Company Contribution for any Year so much of the amounts 
paid or incurred during said Year, as expenses of 
administering the Plan as does not exceed the smaller of 
(i) the sum of 10% of the first $100,000 and 5% of any 
amount in excess of $100,000 of the income from dividends 
paid to the Plan with respect to Shares during said Year 
or (ii) $100,000; provided, that such withholding shall 
not reduce the additional investment credit to which the 
Company would otherwise be entitled under Internal  
Revenue Code Section 46(a)(2)(B).

         7.4  Payment by Trust Fund.  In lieu of 
withholding amounts from the Company Contributions, as 
specified in Sections 7.2 and 7.3 above, the Committee  
may direct that said specified amounts shall instead be 
paid in whole or in part directly from the Trust Fund, 
other than from Shares purchased with Employee 
Contributions.




                                        
                                      
<PAGE>   29
SECTION 8.    Vesting.

         8.1  Full Vesting.  Each Participant shall at  
all times have a nonforfeitable right to all Shares or 
other assets allocated or credited to his account, except 
to the extent that Shares or other assets may be  
withdrawn from the Trust Fund as provided in Sections 
3.6(b)(iii) or 7.4.

SECTION 9.    Distributions from the Trust Fund.

         9.1  Withdrawals in Respect of Company 
Contributions and Dividends on Shares.  (a) Once each 
Year, each Participant may irrevocably elect in writing  
to withdraw from the Trust Fund all or any whole number 
of:
   
             (i) those Shares transferred to the Trust 
    Fund as Company Contributions or purchased with         
    Company Contributions in cash, which, as of December    
    31 of such Year, have been allocated to and have        
    remained in the Participant's account for a period      
    of at least 84 months after the month in which such     
    Shares were allocated to his account, and               




                                        
                                      
<PAGE>   30
         (ii) those Shares which were purchased with cash 
    dividends or constitute dividends in Shares on Shares           
    (whether derived from Company Contributions   or Employee       
    Contributions) and which have been allocated to his             
    account as of December 31 of such Year;                         
                                                                    
    provided, that such election shall be made prior to            
    December 1 in the election Year.  Shares referred to in         
    (i) above shall be eligible for the election to withdraw        
    only in the Year in which they first satisfy said 84-           
    month requirement, and Shares referred to in (ii) above         
    shall be eligible for the election to withdraw only in          
    the Year in which they first were allocated to the              
    Participant's account.                                         

         (b)  Shares which a Participant has elected to 
withdraw pursuant to Section 9.1(a) above shall be 
distributed to him in a single distribution as soon as 
reasonably practicable in the Year following the Year in 
which the election is made.

         9.2  Withdrawals in Respect of Employee 
Contributions.   Each Participant may at any time elect  
in writing to withdraw from his account in the Trust Fund




                                        
                                      
<PAGE>   31
as of the last day of the next June or December following 
the month in which such election is made all or any whole 
number of those Shares which were purchased with his 
Employee Contributions; provided, that Shares purchased 
with Matching Employee Contributions may be withdrawn  
only after such Shares have been allocated to and have 
remained in the Participant's account for a period of at 
least 84 months after the month in which such Shares were 
originally so allocated.  Such Shares shall be  
distributed as soon as reasonably practicable following 
such June or December, as the case may be.

         9.3   Distribution Upon Termination of 
Employment. Shares allocated to a Participant's account 
which such Participant has not elected to withdraw under 
Sections 9.1 or 9.2 above shall be distributed to him 
commencing as soon as reasonably practicable after he 
terminates employment for any reason, other than death, 
either (i) in a single distribution or (ii) in not more 
than 10 equal annual installments, at the Participant's 
election.  Such election shall be made in writing at any 
time prior to the Participant's date of termination of 
employment, and any such election may be revoked and 
another election made at any time prior to such date.




                                        
                                      
<PAGE>   32
If no election is in effect at the date of termination   
of employment, distribution shall be in a single 
distribution.

         9.4   Distribution Upon Death.  Upon the death  
of any Participant to whose account any Shares remain 
credited at the date of death, such remaining Shares  
shall be distributed to his beneficiary or beneficiaries 
designated pursuant to Section 13.2 commencing as soon   
as reasonably practicable after the date of death, either 
(i) in a single distribution or (ii) in not more than 10 
equal annual installments, at the Participant's election. 
Such election shall be made in writing at any time prior 
to death, and any such election may be revoked and  
another election made at any time prior to death.  If no 
election is in effect at the date of death, such Shares 
shall be distributed as soon as practicable thereafter   
to the Participant's designated beneficiary or 
beneficiaries in a single distribution.  If no  
beneficiary is designated at the date of death, such 
Shares shall be distributed as soon as practicable 
thereafter to the Participant's estate in a single 
distribution.




                                        
                                      
<PAGE>   33
         9.5  Fractional Shares.  In lieu of any 
fractional Shares distributable under this Section 9, the 
Trustee shall distribute cash equal to the fair market 
value of such fractional Shares, determined as of the  
date of distribution.

         9.6  Time of Final Distribution.  Except as a 
Participant may otherwise elect in writing pursuant to  
the terms of the Plan, no distribution shall commence 
later than 60 days after the close of the Year in which 
the Participant terminates employment for any reason; 
provided, that in the case of a Participant who  
terminates employment prior to allocation to his account 
of any Shares to which he is entitled under the  
provisions of Section 4, such Shares shall be distributed 
to him as soon as practicable after allocation is 
completed.

         9.7  Disability and Hardship Distributions.  (a) 
In case of disability, a Participant may apply in writing 
to the Committee at any time for the immediate 
distribution of all or any whole number of Shares not 
otherwise distributable from the Trust Fund.




                                        
                                      
<PAGE>   34
         (b)  In case of hardship, a Participant or any 
beneficiary designated by a deceased Participant may so 
apply for the immediate distribution of all or any whole 
number of such Shares, not otherwise distributable from 
the Trust Fund, except that no Shares contributed to the 
Trust Fund as Company Contributions or purchased with 
Company Contributions in cash shall be distributable to 
any Participant or designated beneficiary on account of 
hardship unless such Shares have been allocated to and 
have remained in the Participant's account for at least 
the 84-month period specified in Section 9.1(a)(i) above.

         (c)  Subject to the sole discretion of the 
Committee and to the limitations in (b) above, there may 
be distributed to such Participant or designated 
beneficiary referred to in (a) or (b) above such number  
of Shares in the Participant's account as the Committee 
may determine is necessary to alleviate the burdens of 
such disability or of such hardship.  In making such a 
determination the Committee shall use its best efforts   
to follow uniform and nondiscriminatory practices, and its 
determination shall be final and binding.  For the 
purposes of this Section 9.7, (i) disability shall mean 
incapacity (whether temporary or permanent) from gainful




                                        
                                      
<PAGE>   35
employment and (ii) hardship shall mean a need for 
financial assistance in meeting obligations incurred or  
to be incurred by a Participant or designated beneficiary 
for his health or welfare or for the health or welfare   
of members of his immediate family.

         9.8   Special Conditions on Class B Shares.  
Prior to any distribution of Class B Shares from the  
Trust Fund, the Participant or the designated beneficiary 
or beneficiaries of a deceased Participant, as the case 
may be, shall instruct the Trustee in writing either to 
"put" such Class B Shares to the Company for cash or to 
exchange such Shares with the Company for Class A Shares 
on a Share-for-Share basis.  If the "put" is elected, the 
value of the Class B Shares shall be deemed to be equal  
to the fair market value of the same number of Class A 
Shares, determined by taking the average of closing sale 
prices of the Class A Shares, as reported-by the  
composite tape for securities listed on the American  
Stock Exchange, Inc., for the 20 consecutive trading days 
immediately preceding the date on which such "put" is 
exercised.  Following such "put" or exchange, as the case 
may be, the Trustee shall distribute the assets in the 
Participant's account in accordance with the terms of the




                                        
                                      
<PAGE>   36
Plan.

          9.9  Special Condition on Class A Shares.  Class 
A Shares held in the Trust Fund may be sold by the 
Trustee, in order to obtain cash or otherwise, only to  
the Company.

SECTION 10.    The Trust Fund.


         10.1  The Trust Agreement.  The Company shall 
enter into a Trust Agreement which shall contain such 
provisions as shall render it impossible for any part of 
the corpus of the trust or income therefrom to be at any 
time used for, or diverted to, purposes other than for  
the exclusive benefit of Participants, except as provided 
in Sections 3.6(b)(iii) or 7.4.  Any or all rights or 
benefits accruing to any person under the Plan with 
respect to any Company Contributions and Employee 
Contributions deposited under the Trust Agreement shall  
be subject to all the terms and provisions of the Trust 
Agreement.

         10.2  Management of Trust Fund.  The Trustee 
shall have exclusive authority to manage and control the 
assets of the Trust Fund, except as otherwise provided 
herein.




                                        
                                      
<PAGE>   37
         10.3  Investment of Trust Fund.  The Trustee is 
hereby directed to invest the assets of the Trust Fund 
exclusively in Shares.  While it is intended that the 
Trust Fund be invested exclusively in Shares, the Trustee 
is empowered to invest such cash as it may from time to 
time receive in any form of liquid investment earning 
interest, whether or not authorized by law for the 
investment of trust funds and including investment  
through the medium of any common, collective, or 
commingled trust fund maintained by the Trustee which is 
qualified under Sections 401(a) and 501(a) of the  
Internal Revenue Code and the investments of which  
consist of interest-bearing liquid investments, pending 
application thereof to the purchase of Shares.

SECTION 11.   Committee of Administration.


         11.1  In General.


              (a) The general administration of the Plan 
    shall be placed in a Committee, the members of which          
    shall be appointed from time to time by, and shall            
    serve at the pleasure of, the Board of Directors.             
    The Committee shall consist of not less than five             
    persons all of whom shall be directors or officers            




                                        
                                      
<PAGE>   38
    or both or other employees of the Company or a    
    Participating Company.                            
               
              (b) The Committee shall be the Plan's  
    "named fiduciary", as such term is defined in ERISA 
    Section 3(21).                                      

              (c) The Committee shall be the Plan's 
    "administrator", as such term is defined in ERISA  
    Section 3(16).                                     

              (d) Every member of the Committee and each 
    person to whom Fiduciary Responsibilities are         
    delegated under Section 11.4 shall be bonded if and   
    as required by ERISA Section 412.                     
         
         11.2  Quorum; Vote Required.  A majority of the 
members of the Committee at the time in office shall 
constitute a quorum for the transaction of business.  All 
resolutions or other actions taken by the Committee at  
any meeting shall be by vote of a majority of those 
present at any such meeting or may be by consent in 
writing of a majority of the Committee without a meeting.




                                        
                                      
<PAGE>   39
         11.3  Rules and Regulations.  Subject to the 
limitations set forth in the Plan, the Committee may from 
time to time establish uniform and nondiscriminatory  
rules and regulations for the transaction of its business 
and for the administration of the Plan.

         11.4  Procedure and Performance of Fiduciary 
Duties.


              (a) The members of the Committee shall  
    elect one of their number as Chairman and shall elect    
    a Secretary who may, but need not, be a member of the    
    Committee; may appoint from their number such            
    committees with such powers as they shall determine;     
    may authorize one or more of their number or any         
    agent to execute or deliver any instrument in their      
    behalf, and may employ such counsel and agents as        
    they may require in carrying out the provisions of       
    the Plan.                                                
          
              (b) The Fiduciary Responsibilities of the 
    Committee may be allocated among its members or     
    delegated to persons who are not members of the     
    Committee; provided, however, that in order to be   
    effective such allocation or delegation of duties   




                                        
                                      
<PAGE>   40
    must (i) be made by a resolution of the Committee         
    unanimously adopted by the members thereof present        
    at a meeting of the Committee at which a quorum is        
    present, (ii) be specifically accepted in writing by      
    the person or persons to whom such duties are             
    allocated or delegated and (iii) be approved by the       
    Board of Directors.  Upon an allocation or delegation     
    of Fiduciary Responsibilities, the person or persons      
    to whom such Fiduciary Responsibilities are allocated     
    or delegated shall be solely responsible for the          
    performance of such Fiduciary Responsibilities, and       
    the other members of the Committee shall not in any       
    respect be responsible for the performance of such        
    Fiduciary Responsibilities, except as provided in the     
    following sentences.  The Committee shall, at least       
    annually, review the performance of any person or         
    persons to whom any Fiduciary Responsibility has been     
    allocated or delegated.  A review may be instigated       
    at the request of any member of the Committee.  In        
    the event such review is satisfactory to the              
    Committee, the Committee may by resolution,               
    unanimously approved by the voting members,               
    specifically approve the performance of such person       
    during the past term and extend for an additional         




                                        
                                      
<PAGE>   41
    twelve-month period the allocation or delegation of      
    Fiduciary Responsibilities to such person or persons.    
    The Committee shall report to the Board of Directors     
    any such resolution and the extension will be            
    effective unless the Board of Directors disapproves      
    it.  In the event the Committee does not adopt an        
    extension resolution, the allocation or delegation       
    shall become immediately null and void and such          
    Fiduciary Responsibilities shall revert immediately      
    to the committee.  The Committee shall perform its       
    allocation and delegation functions in the same          
    manner as it performs all of its other Fiduciary         
    Responsibilities pursuant to paragraph (c) below.        
    
              (c)  The Committee shall perform all of the 
    Fiduciary Responsibilities with respect to the Plan            
    except those Fiduciary Responsibilities which are              
    allocated or delegated pursuant to paragraph (b) above         
    and those Fiduciary Responsibilities which are to be           
    performed by the Trustee pursuant to the Trust                 
    Agreement.                                                     




                                        
                                      
<PAGE>   42
         11.5  Power to Interpret.  The Committee shall 
have the exclusive right to interpret the Plan and to 
determine any question arising under or in connection  
with the administration of the Plan.  Its decision or 
action in respect thereof shall be conclusive and binding 
upon all persons having an interest in the Trust Fund or 
under the Plan.

         11.6  Accounts.  The Trustee shall cause to be 
maintained accounts showing transactions under the Plan 
and the interests of Participants and any beneficiary or 
beneficiaries.  A separate account shall be maintained   
by the Trustee for each Participant and any beneficiary  
to which there shall be credited the Shares and other 
assets allocated to him, and to which there shall be 
charged the amount of any payments made with respect to 
his interest.  At least annually the Trustee shall  
furnish to each Participant and any beneficiary having   
an interest in the Trust Fund a summary statement of the 
transactions of the Trust Fund since the date of the last 
previous statement so furnished and of his interest in  
the Trust Fund.  Any such Participant or beneficiary who 
does not notify the Trustee as to any objection which he 
may have with respect to any such statement within 90




                                        
                                      
<PAGE>   43
days after the date of distribution thereof shall be 
conclusively presumed to have approved the transactions 
reflected therein.

         11.7 Indemnification.  The Company will  
indemnify and save harmless each member of the Committee 
and any other person to whom Fiduciary Responsibilities 
are allocated or delegated under Section 11.4(b) against 
any claim, cost, expense (including attorney's fees) or 
liability (including any sum paid in settlement of a  
claim with the approval of the Company) arising out of  
any act or omission to act as a member of the Committee, 
or as a delegate, except in the case of willful 
misconduct.

SECTION 12.   Amendment, Suspension and Termination; 
              Merger, Consolidation and Transfer.


         12.1  Amendment.


               (a)  The provisions of the Plan may be 
    amended at any time and from time to time by the           
    Board of Directors (for the Company and for the other      
    Participating Companies), but no such amendment shall      
    have the effect of reinvesting in the Company or any       
    Participating Company any part of the Trust Fund or        




                                        
                                      
<PAGE>   44
    of diverting any part of the Trust Fund to any         
    purpose other than for the exclusive benefit of the    
    Participants or, subject to Section 12.1(b), of        
    reducing any interest of any Participant in the Trust  
    Fund which has accrued prior to any such amendment     
    or increasing the eligibility of officers with         
    respect to allocation of Company Contributions under   
    the Plan.  Without limiting the generality of the      
    foregoing, any such amendment relating to the manner   
    of determining the amount of the Company               
    Contributions may be made applicable to the            
    computation of such contribution for the entire Year   
    in which the amendment is adopted by the Board of      
    Directors, irrespective of the date on which such      
    amendment is adopted.                                  

              (b)  Notwithstanding anything to the   
    contrary herein contained, the Board of Directors may     
    make any and all changes or modifications                 
    (retroactively, if necessary) which in the opinion        
    of the Board of Directors are necessary or advisable      
    in order to comply with the provisions of the             
    Internal Revenue Code, ERISA, the Tax Reduction Act       
    or any other applicable law or regulation pertaining      




                                        
                                      
<PAGE>   45
    to employee stock ownership plans.
    
         12.2  Suspension and Termination.  The Company 
reserves the right, by action of the Board of Directors 
prior to the timely filing of the Company's Federal  
income tax return for any Year, to suspend the operation 
of the Plan by omitting all Company Contributions for  
such Year.  In the event the operation of the Plan is so 
suspended for any Year or Years all the provisions of the 
Plan and Trust Agreement, other than those relating to 
Company Contributions for such Year or Years, shall 
continue in effect.  The Company further reserves the 
right, by action of its Board of Directors, to terminate 
the Plan either completely or partially, or to  
discontinue completely Company Contributions thereto, at 
any time, but no such action may be made effective as of  
a prior Year.  In the event of any such termination, 
partial termination or complete discontinuance of Company 
Contributions, the Board of Directors may either continue 
the Trust Agreement in effect with respect to 
contributions theretofore made or terminate the Trust 
Agreement as well as the Plan.  If the Trust Agreement   
is terminated, the assets of the Trust Fund shall be 
distributed among the Participants (with the interest of




                                         
                                      
<PAGE>   46
any Participant who has died being distributed to his 
designated beneficiary or beneficiaries) in proportion   
to the respective interests in the Trust Fund of such 
Participants; provided, that any Participant or  
designated beneficiary having an interest in the Trust 
Fund may request the Trustee in writing to convert said 
interest entirely into cash prior to distribution thereof 
and the Trustee shall comply with such requests, on a 
uniform and non-discriminatory basis among such 
Participants and designated beneficiaries, to the extent 
practicable, as determined by the Trustee.  In the event 
of any such termination or partial termination of the 
Plan, or complete discontinuance of Company Contributions 
thereto, all Participants' interests in the Trust Fund 
shall be 100% nonforfeitable, except to the extent that 
Shares or other assets may be withdrawn from the Trust 
Fund as provided in Sections 3.6(b)(iii) or 7.4.

         12.3  Merger, Consolidation or Transfer.  In the 
event of any merger or consolidation with, or transfer   
in whole or in part of the assets and liabilities of the 
Trust Fund to, any other trust plan (the "New Plan") of 
deferred compensation maintained or to be established for 
the benefit of all or some of the Participants of this




                                        
                                      
<PAGE>   47
Plan, the assets and liabilities of the Trust Fund 
applicable to such Participants shall be transferred to 
the New Plan only if:
    
              (i)    Each such Participant would receive    
    a benefit immediately after the merger, consolidation   
    or transfer (if the New Plan had then terminated)       
    which is equal to or greater than the benefit such      
    Participant would have been entitled to receive         
    immediately before the merger, consolidation or         
    transfer (if this Plan had then terminated);            

              (ii)   Resolutions of the Board of Directors 
    (for the Company and for the Participating                   
    Companies), or of the board of directors of any new or       
    successor employer of the affected Participants, shall       
    authorize such transfer of assets; and, in the case of       
    the new or successor employer of the affected                
    Participants, its resolutions shall include an               
    assumption of liabilities with respect to such               
    Participants' inclusion in the New Plan; and                 

              (iii)  The New Plan and Trust, if any, are 
    qualified under Sections 401 and 501 of the Internal
    Revenue Code.                                       




                                        
                                      
<PAGE>   48
SECTION 13.   Miscellaneous.

         13.1 Benefits Payable from Trust Fund.  All 
persons with any interest in the Trust Fund shall look 
solely to the Trust Fund for any payments with respect   
to such interest.

         13.2  Designation of Beneficiary.  Each 
Participant may designate a beneficiary or beneficiaries 
and may change such designation from time to time by 
filing a written designation of beneficiaries with the 
Secretary of the Committee on a form to be prescribed by 
it, provided that no such designation shall be effective 
unless so filed prior to the death of such Participant.

         13.3  Elections.  Elections hereunder shall be 
made by a Participant in writing by the completion and 
delivery to the Secretary of the Committee of forms 
prescribed by the Committee for such purposes, within the 
time limits set forth hereunder with respect to each such 
election or, if no time limit is set forth, as may be 
established by the Committee.




                                        
                                      
<PAGE>   49
         13.4  No Right to Continued Employment.  Neither 
the establishment of the Plan nor the payment of any 
benefits thereunder nor any action of the Company, any 
Participating Company, the Board of Directors or the  
board of directors of any Participating Company, the 
Committee or the Trustee shall be held or construed to 
confer upon any person any legal right to be continued   
in the employ of the Company or any Participating  
Company, and the Company and each Participating Company 
expressly reserves the right to discharge any employee 
whenever the interest of any such company in its sole 
judgment may so require without liability to the Company, 
any Participating Company, the Board of Directors or the 
board of directors of any Participating Company, the 
Committee or the Trustee except as to any rights which  
may be conferred upon such employee under the Plan with 
respect to his interest in the Trust Fund.

         13.5  Inalienability of Benefits and Interests. 
No benefit payable under the Plan or interest in the  
Trust Fund shall be subject in any manner to  
anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance or charge, and any such attempted 
action shall be void and no such benefit or interest




                                        
                                      
<PAGE>   50
shall be in any manner liable for or subject to debts, 
contracts, liabilities, engagements or torts of any 
Participant or beneficiary.  If any Participant or 
beneficiary shall become bankrupt or shall attempt to 
anticipate, alienate, sell, transfer, assign, pledge, 
encumber or charge any benefit payable under the Plan or 
interest in the Trust Fund, then, to the extent permitted 
by law, the Committee in its discretion may hold or apply 
such benefit or interest or any part thereof to or for  
the benefit of such Participant, or his beneficiary, his 
spouse, children, blood relatives, or other dependents,  
or any of them, in such manner and in such proportions   
as the Committee may consider proper.  Notwithstanding  
the foregoing, any Participant may direct that benefits 
payable pursuant to Section 9 from the Trust Fund shall  
be paid to the trustee of a trust created by him for his 
own benefit or for the benefit of his immediate family.

         13.6  Payments Due Infants or Incompetents.  If 
any person to whom a benefit is payable hereunder is an 
infant, or if the Committee determines that any person to 
whom a benefit is payable is incapable by reason of 
physical or mental disability of taking care of his own 
affairs, the Committee shall have power to cause the




                                        
                                      
<PAGE>   51
payments becoming due to such person to be made to  
another for his benefit without responsibility of the 
Committee or the Trustee to see to the application of  
such payments.  Payments made pursuant to such power  
shall operate as a complete discharge of the obligation  
of the Company, any Participating Company, the Trust  
Fund, the Trustee and the Committee to make such  
payments.

         13.7  Payments for Exclusive Benefits of 
Participants.  Payments of benefits in respect of the 
interest of a Participant under the Plan to any person 
other than such Participant in accordance with the 
provisions of the Plan shall be deemed to be for the 
exclusive benefit of such Participant.

         13.8  Procedure for Denial of Claims.  Subject  
to such regulations as may be prescribed by the Secretary 
of Labor, the Committee shall provide written notice to 
any Participant or surviving beneficiary whose claim for 
benefits under the Plan has been denied, setting forth  
the specific reasons for such denial.  The Committee  
shall afford a reasonable opportunity to any such person 
whose claim for benefits has been denied for a full and 
fair review by the Committee of the decision denying the




                                        
                                      
<PAGE>   52
claim.

         13.9  Profit Sharing or Bonus Payments Outside  
of the Plan.  The adoption of the Plan shall not be 
construed as limiting the authority of the Board of 
Directors to pay bonuses to, and to establish from time  
to time, and to amend or discontinue, profit sharing, 
stock bonus or other supplemental compensation plans for, 
persons employed by the Company or by any branch thereof 
or by any affiliate of the Company who are not eligible to 
participate in the Plan and to pay bonuses or other 
supplemental compensation to Participants in addition to 
any amounts allocated to them hereunder if deemed 
advisable by the Board of Directors.

         13.10  Agent for Service of Process.  The 
Secretary of the Company shall be the Plan's designated 
agent for service of legal process.

         13.11  Texas Law to Govern.  This Plan shall be 
construed and enforced in accordance with the laws of the 
State of Texas and applicable Federal law.




                                        
                                      
<PAGE>   53
          AMENDMENT NO. 1 TO THE EMPLOYEE STOCK
    OWNERSHIP PLAN OF AMERICAN PETROFINA, INCORPORATED



     Pursuant to the provisions of Section 12.1 thereof, 
the Employee Stock Ownership Plan of American Petrofina, 
Incorporated (the Plan) is hereby amended in the following 
respects only:

    FIRST:Section 3.4 of the Plan is hereby amended by 
restatement in its entirety to read as follows:

           "3.4 Initial Plan Qualification. 
    Notwithstanding anything contained herein to the contrary,  
    if an application for an initial determination that         
    the Plan satisfies the requirements of Sections             
    301(d) and 3O1(e) of the Tax Reduction Act and              
    Internal Revenue Code Section 401(a) is filed with          
    the Internal Revenue Service not later than 90              
    days following the date on which the Company's              
    tax credit under Internal Revenue Code Section 38           
    for 1976 with respect to the Plan is allowed, and           
    if such an initial determination is not issued, then        
    all Company Contributions made to the Trust Fund            
    may be returned to the Company and the                      
    Participating Companies within 12 months after              
    the date on which the Internal Revenue Service              
    issues notice to the Company that the Plan does             
    not satisfy the foregoing requirements or otherwise         
    advises the Company that it refuses to issue a              
    favorable determination."                                   

    SECOND: Section 4. 2(a)(i) of the Plan is hereby 
amended by restatement in its entirety to read as follows:

           "(i) the sum of (A) $26,825, adjusted by the 
    Secretary or his delegate for each Year to take    
    into account any cost-of-living increase provided  
    for that Year under Section 415(d) of the Internal 
    Revenue Code, plus (B) the lesser of $26,825, as   
    so adjusted, or the amount of the Company          
    Contributions for the Year, or"                    



                   EXHIBIT A




<PAGE>   54
    THIRD: Section 4.3 of the Plan is hereby amended by 
adding at the end thereof the following sentence:

        "No gains or losses shall be allocated to 
    Participants' accounts with respect to shares       
    held in the unallocated account."                   

    FOURTH: Section 10 of the Plan is hereby amended by 
adding the following as a new paragraph 10.4:


           "10.4 Borrowing by Trustee. The Trustee      
    may borrow funds on behalf of the Trust provided, 
    however;                                          

           (1) Such loan must be at a reasonable rate of 
    interest;

           (2) Any collateral pledged to the creditor by 
    the Trust Fund shall consist only of the assets 
    purchased with the borrowed funds (although in  
    addition to such collateral, the Company may    
    guarantee repayment of the loan);               

           (3) Under the terms of the loan, the creditor 
    shall have no recourse against the Trust Fund         
    except with respect to such collateral, contributions 
    (other than contributions of Shares) from the         
    Company which are made under a plan to make           
    such contributions sufficient to meet the obligations 
    of the Trust Fund under the loan, and earnings        
    attributable to the investment of such securities;    

           (4) The loan shall be repaid only from those 
    amounts contributed by the Company to the Trust   
    Fund and from amounts earned on trust investments;

           (5) The employer must contribute to the Trust 
    Fund amounts sufficient to enable the Trust Fund     
    to pay each installment of principal and interest on 
    the loan on or before the date such installment is   
    due, even if no tax benefit results from such        
    contributions;                                       




                        EXHIBIT A





<PAGE>   55
         (6) Upon the payment of any portion of the 
    balance due on the loan, the assets originally         
    pledged as collateral for such portion shall be        
    released from encumbrance and allocated to the         
    accounts of the employees participating in the Plan    
    during the year such portion is paid off in the manner 
    provided in Section 4 above."                          
   
    FIFTH: Section 12.2 of the Plan is hereby amended by 
substituting the following sentence for the last sentence 
thereof:


        "In the event of termination or partial 
    termination of the Plan, or complete discontinuance of    
    Company Contributions thereto, all participants'          
    interests in the Trust Fund shall be 100% nonforfeitable, 
    except to the extent that Shares or                       
    other assets may be withdrawn from the Trust              
    Fund as provided in Section 3.6(b)(iii) or 7.4."           
    
























                   EXHIBIT A





<PAGE>   56
                  AMENDMENT NO. 2 TO THE
              EMPLOYEE STOCK OWNERSHIP PLAN
           OF AMERICAN PETROFINA, INCORPORATED


     Pursuant to the provisions of Section 12.1 thereof, 
the Employee Stock Ownership Plan of American Petrofina, 
Incorporated is hereby amended in the following respects 
only:

     FIRST:  Section 1.15 is hereby amended by restatement 
in its entirety to read as follows:

          "1.15  `Matching Employee Contributions' shall 
     mean for any Year the aggregate of the Employee Contributions 
     for such Year which qualify to be matched                     
     by Company Contributions under Internal Revenue Code          
     Section 48(n)."                                               

     SECOND:  Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 are 
hereby amended by restatement in their entirety to read as 
follows:

          "3.1   Company Contributions.  For each Year 
     commencing after December 31, 1978, the Company and    
     each Participating Company shall contribute, in such   
     proportions as such companies shall together agree, to 
     the Trust Fund cash or Class A Shares of an aggregate  
     value equal to the additional investment credit, if    
     any, claimed under Internal Revenue Code Section       
     46(a)(2)(A)(iii) with respect to the aggregate qualified 
     investment of the Company and all Participating   
     Companies, as determined under Internal Revenue Code   
     Sections 46(c) and 46(d) (the "Company Contribution"). 
     To the extent that a Company Contribution is in cash,  
     such cash shall be used by the Trustee within 30 days  
     of receipt to purchase Class A Shares.  Except as      
     provided in Section 3.5, no other contributions to the 
     Trust Fund shall be required or permitted."             

          "3.2  Time of Company Contributions.  Company 
     Contributions in cash and in Class A Shares shall be 
     transferred to the Trust Fund no later than 30 days  





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     after the due date (including extensions) for filing  
     the Company's Federal income tax return for the Year  
     for which the Company Contributions are made;         
     provided, that if any additional investment credit of 
     the Company or any Participating Company determined   
     under Internal Revenue Code Section 46(a)(2) exceeds  
     the limitations on allowable tax credit under Internal
     Revenue Code Section 46(a)(3), then                   

              (i) that portion of the Company Contribution 
     allocable to investment credit carrybacks of such 
     excess credit shall be transferred to the Trust   
     Fund within the time prescribed in Section 3.2    
     above for the Company Contribution for the unused 
     credit year, as defined in Internal Revenue Code  
     Section 46(b), and                                

              (ii) that portion of Company Contribution 
     allocable to investment credit carryovers of such
     excess credit shall be transferred to the Trust  
     Fund within the time prescribed in Section 3.2   
     above for the Year to which such portion is      
     carried over."                                    

         "3.3  Valuation of Share Contributions.  For 
     purposes of Section 3.1 above, Company Contributions in 
     Class A Shares shall be valued by taking the average    
     of closing sale prices of the Class A Shares, as        
     reported by the composite tape for securities listed    
     on the American Stock' Exchange, Inc., for the 20       
     consecutive trading days immediately preceding the      
     date on which the Company's Federal income tax return   
     is filed for the Year with respect to which such        
     Company Contributions are made."                          

         "3.4 Initial Plan Qualification.  Any provision 
     of this Plan to the contrary notwithstanding, if an  
     application for a determination that the Plan        
     satisfies the requirements of Internal Revenue Code  
     Section 409A is filed with the Internal Revenue      
     Service not later than 90 days following the date on 
     which the Company's 1979 tax credit under Section 38 
     of the Internal Revenue Code is claimed, and if such 
     determination is not issued, then, no later than one 
     year after the date on which the Internal Revenue    
     Service issues notice to the Company that the Plan   
     does not satisfy said requirements, all Company      
     Contributions made to the Trust Fund                 





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     with respect to Years Commencing after December 31, 
     1978, to the extent not previously distributed to   
     Participants or beneficiaries, shall be returned to 
     the Company and the Participating Companies by the  
     Trustee at the direction of the Committee.          

         "3.5 Employee Contributions.  For each Year 
     commencing after December 1, 1978, each Participant may 
     elect to make voluntary Employee Contributions in cash  
     to the Trust Fund in an amount not less than 2% nor     
     more than 10% of the Participant's Compensation for     
     the Year; provided, that such Participant must          
     designate in writing that his Employee Contributions    
     for that Year shall be available as Matching Employee   
     Contributions. Such Employee Contributions shall be     
     made by payroll deductions or such other means as the   
     Committee may prescribe.  Employee Contributions shall  
     be accumulated and held by the Company, without         
     interest, and shall be transferred to the Trust Fund    
     at the end of each quarter of the Year.  Employee       
     Contributions shall be used by the Trustee as soon as   
     reasonably practicable, but in no event later than 60   
     days after the due date (including extensions) for the  
     filing of the Company's Federal income tax return for   
     the Year for which said Employee Contributions were     
     made, to purchase Class A Shares."                       

         "3. 6 Credit Recapture or Redetermination.  If 
     any amount of the credit claimed by the Company or a    
     Participating Company for a prior Year under Internal   
     Revenue Code Section 38 is recaptured under Internal    
     Revenue Code Section 47, or if such credit is reduced   
     because of a redetermination of Federal income tax for  
     such prior Year which becomes final during the current  
     Year, and Company Contributions were made to the Trust  
     Fund for such prior Year, then the Company or           
     Participating Company (i) may reduce the amount of its  
     Company Contribution otherwise due the Plan for the     
     current Year, or for any succeeding Year, by an amount  
     equal to the portion of the amount so recaptured, or    
     the portion of the amount of such reduction in the      
     credit or increase in tax, which is attributable to     
     its Company Contribution to the Trust Fund, or (ii) to  
     the extent not taken in account under phase (i) above,  
     may deduct an amount equal to such portion subject to   
     the limitations of Internal Revenue Code Section 404."  





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    THIRD:  Section 4.1 is hereby amended by restatement 
in its entirety to read as follows:

         "4.1   Proportionate Allocation.  (a) All Class A 
    Shares directly attributable to Company Contributions 
    which may be made without regard to any Matching Employee 
    Contributions for the Year, as determined under
    Internal Revenue Code Sections 46(a)(2) and           
    48(n)(1)(A), shall be allocated (to the nearest 1/100 
    of a Share) as of the end of each such Year to the    
    account of each Participant who completed at least    
    1,000 Hours of Service while a Participant during such
    Year in an amount which bears substantially the same  
    proportion to the amount of all such Shares allocated 
    for such Year to all such Participants as the amount  
    of such Participant's Compensation for that Year (not 
    in excess of $100,000) bears to the Compensation paid 
    to all such Participants during that Year             
    (disregarding each Participant's Compensation in      
    excess of $100,000)."                                  
    
         "(b) All Class A Shares directly attributable to 
    Company Contributions which may be made only to match 
    Matching Employee Contributions for the Year, as      
    determined under Internal Revenue Code Sections       
    46(a)(2) and 48(n)(1)(B), shall be allocated as of the
    end of such Year to the account of each Participant   
    eligible to share in the allocation under Section     
    4.1(a) above, in an amount equal to such Participant's
    share of the Matching Employee Contributions to the   
    Trust Fund for such Year."                             
    
         "(c) All Class A Shares purchased with Employee 
    Contributions shall be allocated, as soon as           
    reasonably Practicable after they are purchased by the 
    Trustee, to the accounts of the Participants who made  
    such Employee Contributions."                          
    
    FOURTH:   Effective with respect to allocations made 
for Years commencing after December 31, 1979, Paragraph 
(a) of Section 4.1 is hereby further amended by 
restatement in its entirety to read as follows:




                                      57
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        "(a) All Class A Shares directly attributable to 
Company Contributions which may be made without regard to 
any Matching Employee Contributions for the Year, as 
determined under Internal Revenue Code Sections 46(a)(2) and 
48(n)(1)(A), shall be allocated (to the nearest 1/100 of a 
Share) as of the end of each such Year to the account of 
each Participant who either was in the employ of the 
Company or a Participating Company on the last day of such 
Year, or whose employment with the Company or a Participating 
Company terminated during such Year by reason of 
death or by reason of retirement under the normal or early 
retirement or disability benefit provisions of the Pension 
Plan for Non-Represented Employees of American Petrofina, 
Incorporated and Certain Subsidiaries, in an amount which 
bears substantially the same proportion to the amount of 
all such Shares allocated for such Year to all such 
Participants as the amount of such Participant's Compensation 
for that Year (not in excess of $100,000) bears to the 
Compensation paid to all such Participants during that 
Year (disregarding each Participant's Compensation in 
excess of $100,000)."

    FIFTH:  The reference in Section 7.3 to "Internal 
Revenue Code Section 46(a)(2)(B)" is hereby amended to 
make reference to "Internal Revenue Code Section 
46(a)(2)(A)."

    SIXTH:  The reference in Section 8.1 to "Sections 
3.6(b)(iii) or 7.4" is hereby amended to make reference to 
"Section 7.4."

    SEVENTH:  Paragraph (a) of Section 9.1 is hereby 
amended by restatement in its entirety to read as follows:

         "(a) At any time prior to December 1 in each 
Year, a Participant may irrevocably elect in writing to 
withdraw from the Trust Fund all or any whole number of 
the Shares which, as of December 31 of such Year, have 
been allocated to and have remained in such Participant's 
account for a period of at least 84 months after the month 
in which such Shares were allocated to his account; 
provided, however, that the Shares referred to in this 
Section 9.1(a) shall be eligible for the election to 
withdraw only in the Year in which such Shares first 
satisfy said 84-month requirement."





<PAGE>   61
    EIGHTH:   Section 9.7  is hereby amended by 
restatement in its entirety to read as follows:

         "9.7   Disability and Hardship Distributions.  In 
    case of disability, a Participant may apply in writing 
    to the Committee at any time for the immediate         
    distribution of all or any whole number of Shares not  
    otherwise distributable from the Trust Fund.  In case  
    of hardship, any beneficiary designated by a deceased  
    Participant may so apply for the immediate             
    distribution of all or any whole number of Shares not  
    otherwise distributable from the Trust Fund.           
    Distributions pursuant to this Section 9.7 shall be    
    made only to the extent that the Committee, in its     
    absolute discretion, determines such to be necessary   
    to alleviate the burdens of such disability or         
    hardship.  In making such determinations the Committee 
    shall use its best efforts to follow uniform and       
    nondiscriminatory practices, and its determinations    
    shall be final and binding.  For the purposes of this  
    Section 9.7, (i) disability shall mean incapacity      
    (whether temporary or permanent) from gainful employment 
    and (ii) hardship shall mean a need for financial 
    assistance in meeting obligations incurred or to be    
    incurred by a designated beneficiary of a deceased     
    Participant for his health or welfare or for the       
    health or welfare of members of his immediate family." 

    NINTH:  The reference in the last sentence of Section
12.2 to "Sections 3.6(b)(iii) or 7.4" is hereby amended to 
make reference to "Section 7.4".

     IN WITNESS WHEREOF, this Amendment has been executed 
by the Company on behalf of itself and all Participating 
Companies on this 12th day of September, 1980, the FOURTH 
and SEVENTH provisions hereof to be effective as of 
January 1, 1980, and the remaining provisions hereof to be 
effective as of January 1, 1979.

                          AMERICAN PETROFINA, INCORPORATED
                          By Joe A. Moss, Vice President