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                                                         EXHIBIT 10C
                                             THROUGH AMENDMENT NO. 3

              AMERICAN PETROFINA, INCORPORATED

      EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN (1979)


     Section 1.     Purpose.  It has been the policy of 
American Petrofina, Incorporated ("Company") since 1957 to 
promote the interests of the Company and its shareholders by 
providing a method whereby officers and other key employees 
of the Company and its subsidiaries may be encouraged to 
invest in the Company's Class A Common Stock and thereby 
increase their proprietary interest in its business, 
encourage them to remain in the employ of the Company and 
increase their personal interest in its continued success 
and progress.  The purpose of this Plan is to continue such 
policy.

    Section 2.      Administration.  (a)  A Committee of the 
Board of Directors of the Company ("Committee"), which shall 
be selected by the Board and none of whose members shall be 
eligible to receive options, shall have full power and 
authority, subject to such orders or resolutions not 
inconsistent with the provisions of the Plan as may from time 
to time be issued or adopted by the Board, to interpret the 
provisions and supervise the administration of the Plan.  
All determinations by the Committee shall be made by the 
affirmative vote of a majority of its members, but any 
determination reduced to writing and signed by all of the





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members shall be fully as effective as if it had been made 
by a majority vote at a meeting duly called and held.

    (b)  Each option shall be evidenced by an option 
agreement which shall contain such terms and conditions as may be 
approved by the Committee and shall be signed by an officer 
of the Company and the employee.

    (c)  Subject to any applicable provisions of the 
Company's By-laws, all decisions made by the Committee pursuant 
to the provisions of the Plan and related orders or resolutions 
of the Board shall be final, conclusive and binding on 
all persons, including the Company, shareholders, employees 
and optionees.

    Section 3.      Shares Subject to the Plan.  (a) The 
shares of Class A Common Stock to be delivered upon exercise 
of options granted under the Plan shall be made available, 
at the discretion of the Board of Directors, either from the 
authorized but unissued shares of the Company or from shares 
reacquired by the Company, including shares purchased in the 
open market.

    (b)  Subject to adjustments made pursuant to the 
provisions of paragraph (c) of this Section 3, the aggregate 
number of shares to be delivered upon exercise of all options 
which may be granted under this Plan shall not exceed 
250,000 shares.  If an option granted under this Plan shall 
expire or terminate for any reason during the term of the





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Plan, the shares subject to but not delivered under such 
option shall be available for other options under the Plan.

    (c)  In the event of a merger, reorganization, consolidation, 
recapitalization, stock dividend, or other change in 
corporate structure affecting the Company's Class A Common 
Stock, such adjustment shall be made in the aggregate number 
of shares subject to the Plan and the number and option 
price of shares subject to options granted under the Plan as 
may be determined to be appropriate by the Board of 
Directors upon recommendation by the Committee.

    Section 4.      Eligibility and Participation.  The 
employees eligible to receive options shall consist of 
salaried officers and other key employees of the Company and its 
subsidiaries (whether or not directors of the Company).  
Subject to the limitations of the Plan, the Committee shall 
select the employees to be granted options, determine the 
number and option price of the shares subject to each 
option, and determine the times when each option shall be 
granted and within which it may be exercised.  More than one 
option may be granted to the same employee.

    Section 5.      Option Period.  The maximum period 
during which each option may be exercised shall be fixed by 
the Committee at the time such option is granted, but such 
period in no event shall exceed ten years from the date the 
option is granted.





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    Section 6.      Option Price and Payment.  The price at 
which shares may be purchased upon exercise of a particular 
option shall be not less than 100 percent of the fair market 
value of such shares on the day such option is granted, as 
determined by the Committee.  For this purpose such fair 
market value shall be the average of the highest and lowest 
prices at which the Company's Class A Common Stock is traded 
on the American Stock Exchange or, if not so traded, the 
average of the closing bid and asked prices thereof on such 
Exchange as reported for the day the option is granted.

    Section 7.      Exercise of Options.   (a) Each option 
granted under this Plan may be exercised only after two 
years of continued employment by the Company or its 
subsidiaries immediately following the date the option is 
granted and, except in case of death, retirement and 
termination of employment as hereinafter provided, only during 
the continuance of the optionee's employment with the Company 
or one of its subsidiaries.  The times when optioned 
shares may be purchased and the number of shares which may 
be purchased at such times shall be fixed by the Committee 
and set forth in the option agreement.  Subject to the 
foregoing limitations and the terms and conditions of the 
option agreement, each option shall be exercisable at any 
time or from time to time, but no option may at any time be





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exercised in part with respect to fewer than twenty shares.

    (b)  The Company shall have no obligation to deliver 
shares pursuant to the exercise of any option, in whole or 
in part, until qualified for delivery under such laws and 
regulations as may be deemed by the Company to be applicable 
thereto and until payment in full of the option price 
therefor is received by the Company in cash or cash 
equivalent (or certificates representing shares of common 
stock of the company having a market value equal to the 
Option Price).  No optionee, or the legal representative, 
legatee, or distributee of any optionee, shall be or be 
deemed to be a holder of any shares subject to such option 
unless and until the certificate or certificates therefor 
have been issued.

    Section 8.      Federal Withholding Tax.  The Company 
shall collect a Federal Withholding Tax from the optionee 
when any option, other than an incentive stock option 
granted in accordance with Section 13 of the Plan, is 
exercised, in an amount equal to twenty percent (20%) of the 
difference between the option price and the fair market 
value of shares on the date of exercise of such option.

    Section 9.      Transferability of Options and Shares.  
A Non-Qualified Stock Option granted under the Plan may not 
be transferred except by will or by the laws of descent and
distribution and, during the lifetime of the employee to





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whom granted, may be exercised only by such employee.  The 
shares issued to an optionee pursuant to the exercise of an 
Incentive Stock Option granted under the Plan may not be 
assigned, transferred or alienated for a period of two (2) 
years from the date of the issuance of such shares to such 
optionee except by will or by the laws of descent and 
distribution, and the Committee shall affix to the stock 
certificate or certificates representing such shares an 
appropriate legend evidencing such restriction.

    Section 10.     Death, Retirement, and Termination of 
Employment.  Any option, the period of which has not 
theretofore expired, shall terminate at the time of the death of 
the employee to whom granted or of the termination for any 
reason of such employee's employment with the Company and 
its subsidiaries, and no shares may thereafter be delivered 
pursuant to such option, except that, subject to the 
condition that no option may be exercised in whole or in part 
after the expiration of the option period specified in the 
option agreement:

    (a)  After termination of employment due to disability 
or retirement under a retirement plan of the Company, unless 
the Committee elects to cancel such option because of actions 
of the employee deemed inimical to the best interests 
of the Company, an optionee may, within one year after the 
date of such termination, purchase from time to time some or 
at any time all of the shares with respect to which such





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optionee was entitled to exercise such option immediately 
prior to such termination, and

    (b)  After the death of any optionee while in active 
service or of any such disabled or retired optionee within 
the one-year period referred to in (a) above, the person or 
persons to whom such optionee's rights under the option are 
transferred by will or the laws of descent and distribution 
may, within one year after the date of such optionee's 
death, purchase from time to time some or at any time all of 
the shares with respect to which such optionee was entitled 
to exercise such option immediately prior to the death of the 
optionee.

    Section 11.     Amendments and Discontinuance.  The 
Board of Directors may amend, suspend, or discontinue the 
Plan, but may not, without the prior approval of the 
shareholders or pursuant to Section 3(c) above, make any 
amendment which operates (a) to abolish the Committee, change the 
qualification of its members, or withdraw the administration 
of the Plan from its supervision, (b) to make any material 
change in the class of eligible employees as defined in the 
Plan, (c) to increase the total number of shares for which 
options may be granted under the Plan, (d) to extend the 
terms of the Plan or the maximum option period, (e) to decrease 
the minimum option price, or (f) to permit adjustment





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or reductions of the price at which shares may be purchased 
under any option granted under the Plan.

    Section 12.     Effective Date.   The Plan shall become 
effective as of August 7, 1979, but all options granted 
prior to the Company's 1980 Annual Meeting of Shareholders 
shall be granted subject to approval of the Plan at that 
meeting.

    Section 13.     Incentive Stock Options.  Any option 
granted under the Plan may be designated by the Committee as 
an incentive stock option intended to qualify under Section 
422A of the Internal Revenue Code.  Any provision of the 
Plan to the contrary notwithstanding, (i) no incentive stock 
option shall be granted to any employee who, at the time 
such incentive stock option is granted, owns stock 
possessing more than 10 percent of the total combined voting 
power of all classes of stock of the Company or any 
affiliate unless the purchase price under such incentive stock 
option is at least 110 percent of the fair market value of 
the Company's Class A Common Stock at the date of grant and 
such incentive stock option is not exercisable after the 
expiration of five years from the date of its grant, (ii) no 
incentive stock option granted to any employee shall be 
exercisable while there is outstanding (within the meaning 
of Section 422A of the Internal Revenue Code) any incentive 
stock option which was previously granted under the Plan or





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any other such plan to such employee to purchase shares of 
Class A Common Stock (or any other stock of the Company) or 
the stock of an affiliate (or any predecessor corporation of 
the Company or an affiliate) and (iii) the sum of the fair 
market value (determined as of the time an incentive stock 
option is granted) of the Class A Common Stock for which an 
employee may be granted incentive stock options under the 
Plan and the fair market value (determined as of the time 
such incentive stock options are granted) of the stock for 
which such employee may be granted incentive stock options 
under all other such plans of the Company or an affiliate 
shall not, in any calendar year, exceed $100,000 plus any 
"unused limit carryover" as provided in Section 422A of the 
Internal Revenue Code.  Unless otherwise determined by the 
Committee in the case of stock of the Company or an affiliate 
which is not listed or admitted to trading on the 
American Stock Exchange, the term "fair market value" shall 
have the meaning set forth in Section 6 hereof.  As used 
herein, the term "affiliate" means any parent or subsidiary 
corporation of the Company within the meaning of Section 
425(e) and (f) of the Internal Revenue Code.