EXHIBIT 10(h)

                          SANTA FE ENERGY RESOURCES
                         SUPPLEMENTAL RETIREMENT PLAN

1. THE PLAN:

     The Santa Fe Energy Resources Supplemental Retirement Plan (the
"Supplemental Plan") evidenced hereby is an unfunded, non-contributory,
defined benefit plan designed to provide supplemental retirement benefits to
certain highly compensated employees of Santa Fe Energy Resources, Inc. (the
"Company") and its subsidiaries which participate in the Santa Fe Energy
Resources Retirement Income Plan (the "Plan"). The provisions of the
Supplemental Plan shall apply to those participants in the Plan whose benefits
under the Plan:

     (a) would exceed the limits imposed thereon by Section 415 of the
     Internal Revenue Code of 1986, as amended (the "Code"); and/or

     (b) would be limited as a result of the limitation on annual compensation
     that may be considered under the Plan as imposed by Section 401(a)(17) of
     the Code; and/or

     (c) would be reduced as a result of the participant making elective
     deferrals under the Company's Deferred Compensation Plan or other similar
     programs.

The above limitations and reductions are hereafter referred to collectively as
the "Reductions." References to the Code and to Sections 401(a)(17) and 415
thereunder shall include any successors thereto.

2. SUPPLEMENTAL RETIREMENT BENEFITS:

     A participant in the Supplemental Plan eligible for retirement benefits
pursuant to the Plan shall be entitled to a monthly supplemental retirement
benefit
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under this Supplemental Plan commencing on the first day of the month coincident
with the participant's retirement date pursuant to the Plan and his surviving
spouse or contingent annuitant, as the case may be, shall be entitled to a
monthly benefit commencing on the first day of the month coincident with or next
following the date of participant's death after such retirement date or, in the
event of the participant's death prior to his actual retirement date, the date
his surviving spouse begins receiving a preretirement survivor's benefit under
the Plan, provided such spouse or contingent annuitant is entitled to a benefit
pursuant to the Plan. Such monthly supplemental retirement benefit shall be
equal to the amount determined by the following method:

     (a) by calculating the amount of the monthly benefit to which the
     participant, surviving spouse, or contingent annuitant, as the case may
     be, would be entitled to receive under the Plan but for the Reductions,
     which amount shall not be less than that amount determined under section
     2(a) of the Santa Fe Pacific Corporation Supplemental Executive
     Retirement Plan for such participant as of the effective date of this
     Supplemental Plan; and

     (b) by subtracting from the amount computed under (a) the monthly benefit
     payable to such participant, surviving spouse, or contingent annuitant
     pursuant to the Plan, including (i) any subsequent increases therein due
     to increases in the maximum benefit permitted under Section 415 of the
     Code as such increases are recognized under the Plan and (ii) any benefit
     paid to an alternate payee pursuant to a qualified domestic relations
     order issued to the Plan with respect to the participant's benefits
     thereunder.

     Such calculations shall be made utilizing the form of benefits actually
paid pursuant to the Plan.

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3. PAYMENTS OF SUPPLEMENTAL BENEFITS:

     Payments of supplemental benefits shall be made by the Company from its
general assets or, in its discretion, through a "rabbi" trust or other similar
arrangement. However, at no time shall this Supplemental Plan be funded in any
manner which would cause the Supplemental Plan to be subject to the funding
requirements of the Employee Retirement Income Security Act of 1974, as
amended.

4. TERMINATION OF SUPPLEMENTAL RETIREMENT BENEFITS:

     The entitlement of a participant, surviving spouse or contingent
annuitant, as the case may be, to supplemental retirement benefits hereunder
shall terminate on:

     (a) Subject to Section 7 below, the date that benefits cease to be
     payable to the participant, surviving spouse or contingent annuitant
     pursuant to the terms of the Plan, other than by termination of the Plan;
     or

     (b) The effective date of any change in existing federal or state
     statutes which would cause the Plan to lose its qualified status because
     of the existence of the Supplemental Plan.

5. LUMP SUMS:

     Notwithstanding anything above, the Company, in its sole discretion, may
direct at any time on or after a participant's termination of employment or
death that the actuarial present value of any supplemental benefits expected
to be paid (or remaining to be paid if already in pay status) under this
Supplemental Plan, as determined in accordance with the appropriate actuarial
factors and rates in effect at the beginning of the calendar year for an
immediate or deferred annuity (as the case may be) upon a plan termination
under Pension Benefit Guaranty Corporation requirements, be immediately paid
to the participant, his surviving spouse or contingent annuitant, as the case
may be, in a lump sum in cash (by check).

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6. ADMINISTRATION:

     This Supplemental Plan shall be administered by the Plan Administrator of
the Plan with the same powers, duties and protections as set forth in the Plan
with respect to its administration being incorporated herein by reference,
including, without limitation, the power to interpret and construe the
Supplemental Plan and any such interpretation or construction shall be binding
for purposes of the Supplemental Plan. The Plan Administrator shall determine
the amount and manner of payment of the benefits due to, or on behalf of, each
participant under the Supplemental Plan and the commencement and termination
dates of such benefit payments. In the absence of a Plan Administrator, the
Supplemental Plan shall be administered by the Board of Directors of the
Company.

     A participant, surviving spouse or contingent annuitant who has been
denied a benefit hereunder, either in whole or in part, may appeal that
decision to the Plan Administrator. The appeals procedures shall be the same
as those under the Plan.

7. AMENDMENT AND TERMINATION:

     The Company by action of its Board of Directors may amend and/or
terminate the Supplemental Plan at any time for whatever reasons it may deem
appropriate. However, no such amendment or termination of the Supplemental
Plan shall reduce or eliminate any participant's, spouse's or contingent
annuitant's right to a benefit accrued hereunder as of the date of such
amendment or termination; provided, however, that subsequent increases in the
benefit payable to the participant, spouse or contingent annuitant, as the
case may be, under the Plan can operate to reduce the supplemental benefit
accrued hereunder as of the date of such amendment or termination of this
Supplemental Plan.

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8. LIQUIDATION AND SUCCESSION:

     In the event that the Company is liquidated or dissolved, the value of all
benefits accrued under the Supplemental Plan as of the date of such event shall
become immediately payable to the participant, surviving spouse or contingent
annuitant, as the case may be, in a lump sum. For purposes of this Supplemental
Plan, the benefit accrued will be determined in accordance with Sections 2 and 5
and, if not already in pay status, will be assumed to be payable at either (1)
the participant's normal retirement date as defined under the Plan (or
immediately if the participant has attained such normal retirement date) or (2)
the earliest date upon which benefits are payable under the Plan, whichever
produces the greater benefit.

     The Company shall require any successor, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all of
the business or assets of the Company, expressly to assume and agree to pay
the benefits accrued under this Supplemental Plan as of the date of such
succession in the same manner and to the same extent as the Company would have
been required if no such succession had taken place. If a successor fails to
assume such obligations, such failure shall entitle a participant (surviving
spouse or contingent annuitant, as the case may be, if then in pay status) to
be paid from the Company the lump sum amount determined in the preceding
paragraph as if the Company had been liquidated.

9. NO EMPLOYMENT RIGHTS:

     Nothing contained in the Supplemental Plan shall be construed as a contract
of employment between the Company (or any affiliate) and any employee, or as
creating a right in any employee to be continued in the employment of the
Company (or any affiliate) or as a limitation of the right of the Company (or
any affiliate) to discharge any employee, with or without cause.

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10. ASSIGNMENT:

     The benefits payable under this Supplemental Plan may not be assigned,
alienated, pledged, transferred or hypothecated in any manner.

11. WITHHOLDING OF TAXES:

     The Company shall have the right to deduct from all payments made under the
Supplemental Plan, any federal, state or local taxes required by law to be
withheld from such payments.

12. LAW APPLICABLE:

     This Supplemental Plan shall be governed by the laws of the State of Texas
except to the extent preempted by applicable federal law.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Supplemental Plan this December 4, 1990, effective for all purposes
as of December 4, 1990.

                                          SANTA FE ENERGY RESOURCES, INC.

                                          By: /s/ JAMES L. PAYNE
                                          Title: President