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                                                                  EXHIBIT 10(e)


May 20, 1986


Mr. Ronald W. Haddock
8306 Acupulco Cove Court
Humble, TX  77338

Dear Ron:

In consideration of your decision to join American Petrofina, 
Incorporated (API), API agrees to provide you, upon retirement 
from the active service of API at age 55 or later, with 
supplemental retirement benefits as determined in the following 
manner:

Your primary retirement benefit will equal 1.6% of your Final 
Average Earnings (includes basic salary and paid bonuses) that you 
receive from API over the 36 consecutive months out of the most 
recent 120 months immediately prior to retirement during which 
such earnings are the highest.  Final Average Earnings shall then 
be multiplied by the number of completed years and months of 
service from June 11, 1963 to the date of your retirement from 
API, and then reduced by the lesser of (i) 1-1/2% of your Old Age 
Social Security benefit for such completed years and months of 
service or (ii) 50% of your Old Age Social Security benefit.  If 
your retirement is prior to age 60, the retirement benefit amount 
will be reduced 5/12% for each month that your retirement precedes 
age 60.  This retirement benefit amount will be payable as a 5 
year and life annuity.

Your retirement benefit, as determined in the preceding paragraph, 
shall be reduced by the following three amounts:

The first amount will equal your vested deferred monthly 5 year 
certain and life annuity from the Exxon Corporation plan payable 
from your retirement date.

The second amount will equal your monthly 5 year certain and life 
annuity from the Pension Plan for employees of American Petrofina, 
Incorporated and Certain Subsidiaries payable from your retirement 
date.

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Mr. Ronald W. Haddock
May 20, 1986
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The third amount will equal your monthly 5 year certain and life 
annuity from the Excess Benefit Plan of American Petrofina, 
Incorporated and Certain Subsidiaries payable from your retirement 
date.

Such supplemental retirement benefits may be converted into any of 
the optional forms of benefit then permitted under the Pension 
Plan for employees of API, using the actuarial equivalence factor 
applicable under that plan.

As we discussed, such supplemental retirement benefits will not be 
funded in advance but will be considered as general obligations of 
API.

If you find the foregoing to be satisfactory to you, please so 
indicate in the spaces provided below.  Return one executed copy 
to me and retain one copy for your file.

Sincerely,

    /s/

Paul D. Meek

PDM/dld


ACCEPTED AND AGREED this  29   day of    May    , 1986.



                               ____________/s/______________
                               Ronald W. Haddock
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                                  FINA, Inc.

                          INTEROFFICE CORRESPONDENCE

                       THIS MEMORANDUM CONSTITUTES THE
                      AMENDMENT TO THE LETTER OF 5/20/86

Date:  December 16, 1993           Subject:  Tax Avoidance by Vesting --
                                             Ron W. Haddock's SERP
From:  Bill H. Bonnett

To:    Paul D. Meek


In order to keep the Company from paying $15,000 in FICA-Medicare taxes and an
equal match by the employee, I recommend a December 1, 1993 vesting of the
Supplemental Executive Retirement Plan (SERP) benefits outlined in the
employment contract you signed for Ron Haddock. This is a result of the Tax
Reform Act (OBRA '93) provision effective January 1, 1994, which requires a
FICA-Medicare tax of 1.45% on past accruals for SERP's at the point of vesting.
This tax can be avoided if the benefit is vested before January 1, 1994.

When Ron was hired he received an individual employment contract which provided
a supplemental benefit to "keep him whole" with the Exxon equivalent benefit.
In the agreement (see attached) the benefit will vest when age 55 is reached
(7/95). There is no hidden cost to accelerate the vesting of the benefits as
long as Ron remains with FINA until at least age 55.

Your approval of this amendment to the employment contract is respectfully
requested. The attached E-mail from Mike Godfrey confirms approval by our
outside directors and Ron has also received approval from Francois Cornelis.


                                                    /s/
                                               Bill H. Bonnett

BHB/dld
Attachment

APPROVED:

     /s/
Paul D. Meek