Proposed Organization

Total Fina S.A.
4 February 2000


            Proposed Organization of the Future Totalfina Elf Group's 
                              Chemicals Division

The chemicals activities of Totalfina Elf constitute one of the four business
segments of the Group.  The three other segments are Exploration/Production,
Trading/Gas-Electricity and Refining/Marketing.

These chemicals activities will be placed under the authority of Francois
Cornelis, who will be appointed Executive Vice President and President of the
Chemicals Division.

Francois Perier will become Vice President of the Chemicals Division and a
member of the Group's Executive Committee on 31st March, on the departure of
Jacques Puechal.

The chemicals activities will continue to be managed at the worldwide level by
lines of products and specialized subsidiaries.  They will be supervised by a
Chemicals Management Committee which, under the authority of the Executive Vice
President and President of the Chemicals Division, will provide collegial
administration.

The Chemicals Management Committee will include the following:

*  Francois Cornelis, Executive Vice President and President of the Chemicals   
  Division.

*  Francois Perier who will supervise:
   -  central functions:  Research/Development and Technical Services, Planning 
     and Economic Studies, Computing, Industrial Coordination and               
    Environmental Safety.
   -  fertilizer and chloro-chemical activities, including PVC.

*  Jean-Pierre Seeuws who will become General Representative of the Chemicals   
  Division in the United States and CEO of Fina Inc. and Elf Atochem North      
 America.

*  Axel de Broqueville who will supervise:
   -  Petrochemicals: aromatics and steam cracking,
   -  polyolefines and polystyrene.

*  Jean-Bernard Lartigue who will supervise:
   -  intermediary activities and fine chemicals (fluoridated and oxygenated,   
      thiochemicals and fine chemicals), technical polymers,
   -  Hutchinson activities, of which he will become Chief Executive Officer.

*  Michel Perratzi, assisted by Philippe Goebel, who will supervise:
   -  acrylic activities and PMMA, industrial specialities including            
     metallization chemicals (Atotech), functional polymers and complex films.

   On the departure of Mr. Perratzi on 31st December 2000, Philippe Goebel will 
  provide the supervision of this sector.

*  Hugues Woestelandt who will supervise resins, paints and adhesives.

*  Jacques Denis who will become General Secretary of the Division (budget,     
  management control, accounts, financial activities, legal matters,            
 purchasing) and will be in charge of the coordination between Paris and        
Brussels at the level of common services;

*  Francois Rocquet who will supervise Human Resources and Communication.

   On 31st March 2000, Francois Cornelis will be appointed Chairman of Elf      
  Atochem which will take the name of Atofina.  Francois Perier will become     
 Director General and President of the Central Works Committee.

   This organization is still only a proposal.  It will not be final until      
  European authorities have approved the merger and the applicable procedures   
 required by labour legislation have been implemented.