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                       December 15, 1995

[SEE SCHEDULE A]
______________________
______________________
Rexene Corporation
5005 LBJ Freeway, Suite 500
Dallas, Texas  75244

Dear _____:

     This letter shall serve as an agreement between Rexene Corporation 
("Rexene") and you regarding the payment of certain severance compensation in 
various termination situations, all as described below:

          1.   If Rexene terminates your employment without cause, then 
     Rexene shall pay  you within ten business days of such termination 
     severance compensation equal to one year  of your then current base 
     salary.

          2.   If your employment is terminated without cause after a 
     change of control in Rexene, or if you voluntarily resign your 
     employment after such a change in control because as a condition to 
     continued employment with Rexene or any successor to either Rexene or 
     any or part of its business or assets (a "Successor"), you are required 
     to (i) relocate outside the continental United States, (ii) relocate 
     within the continental United States without relocation assistance at 
     least equal that provided under the Rexene relocation policy then in 
     effect, (iii) accept a reduction in your base salary, or (iv) accept a 
     position of lesser responsibility or authority than you had prior to the 
     change in control, then Rexene shall pay or cause a Successor to pay you 
     within ten business days after the effective date of such termination or 
     voluntary resignation severance compensation equal to three times your 
     then current annual base salary less one dollar.  Such payment shall be 
     in lieu of and not in addition to the severance compensation set forth 
     in the preceding paragraph.

          3.   If you voluntarily resign your employment after a change 
     in control because as a condition to continued employment with Rexene or 
     any Successor, you are required to relocate within the continental 
     United States even though you are offered relocation assistance at least 
     equal that provided under the Rexene relocation policy then in effect, 
     then Rexene shall pay or cause a Successor to pay you within ten 
     business days after the effective date of voluntary resignation 
     severance compensation equal to one and one-half (1.5) times your then 
     current annual base salary.  Such payment shall be in lieu of and not in 
     addition to the severance compensation set forth in paragraph 1 above.

     For purposes of this letter agreement, the terms "termination without 
cause," "cause" and "change of control in Rexene" shall be defined as set 
forth in Exhibit A which is attached hereto and incorporated herein.

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_____________________
December 15, 1995
Page 2


     The payment of severance compensation under this letter agreement would 
be conditional upon your executing and delivering to Rexene or a Successor 
its then standard form settlement agreement and general release.

     THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF 
TEXAS.

     If any provision of this letter agreement is found to be illegal, 
invalid or unenforceable, then such provision shall be replaced if possible 
by a substitute provision as close thereto as is legal, valid and 
enforceable, and in any event, the remaining provisions of this letter 
agreement shall not terminate but shall be considered to continue in full 
force and effect.

     This letter agreement constitutes the entire agreement between Rexene 
and you with respect to the subject matter hereof, and it supersedes all 
prior or contemporaneous negotiations, understandings and agreements, written 
or oral, between us. This letter agreement may not be modified or amended or 
any provision hereof waived except pursuant to a written document duly signed 
by both Rexene and you.

     If the foregoing is acceptable to you, please sign this letter below and 
return to me.  A duplicate original is enclosed for your records.

                                  Very truly yours,

                                  REXENE CORPORATION


                                  By: ____________________________


AGREED TO AND ACCEPTED:


_________________________


69100 08955 CORP 110704 

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                            EXHIBIT A
                                to
             Letter Agreement Dated December 15, 1995
                             Between
                      Rexene Corporation and


     1.   CAUSE.  "Cause" shall mean any of the following:

          (a)  conduct involving moral turpitude or fraud, regardless of 
     the context, which conduct shall be conclusively presumed if you are 
     convicted of or enter a plea of NOLO CONTENDERE or similar plea as to a 
     crime involving moral turpitude or fraud,

          (b)  repeated intoxication by alcohol or drugs during the 
     performance of your duties,

          (c)  malfeasance in the conduct of your duties, including 
     misuse or diversion of Rexene's funds, embezzlement or willful and 
     material misrepresentations or concealments on any reports submitted to 
     Rexene.

          (d)  repeated material failure by you to perform your duties 
     as an officer, or

          (e)  material failure to follow or comply with the reasonable 
     and lawful directives of the Board of Directors or the written policies 
     of Rexene.

     2.   CHANGE OF CONTROL IN REXENE.  A "change of control in Rexene" shall 
mean any one of the following:

          (a)  Continuing Directors no longer constitute at least 
     two-thirds of the Directors constituting the Board (the terms 
     "Continuing Directors," "Directors," and the "Board" being used as 
     defined below);

          (b)  any person or group of persons (as defined in Rule 13d-5 
     under the Securities Exchange Act of 1934), together with its 
     affiliates, becomes the beneficial owner, directly or indirectly, of 20% 
     or more of Rexene's then outstanding common stock or 20% or more of the 
     voting power of Rexene's then outstanding securities entitled generally 
     to vote for the election of Directors;

          (c)  the occurrence of or the approval by Rexene's 
     stockholders of the merger or consolidation of Rexene with any other 
     corporation, the sale of any substantial portion of the assets of Rexene 
     or the liquidation or dissolution of Rexene unless, in the case of a 
     merger or consolidation, the Continuing Directors in office immediately 
     prior to such merger or consolidation will constitute at least 
     two-thirds of the directors constituting the board of directors of the 
     surviving corporation of such merger or consolidation and any parent (as 
     such term is defined in Rule 12b-2 under the Securities Exchange Act of 
     1934) of such corporation; or

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          (d)  at least a majority of the Continuing Directors in office 
     immediately prior to any other action taken or proposed to be taken by 
     Rexene's stockholders or by the Board determines that such action 
     constitutes, or that such proposed action, if taken, would constitute, a 
     Change of Control of Rexene and such action is taken.

     For the purposes of section 2 of this Exhibit, "Board" means the board 
of directors of Rexene, "Director" means a member of the Board, and 
"Continuing Director" means any person who is either (i) a Director on the 
date hereof, or (ii) was designated as Continuing Director by a majority of 
the Continuing Directors.

     3.   TERMINATION WITHOUT CAUSE.  "Termination without cause" means any 
involuntary separation for any reason except for a "cause" or a "change in 
control in Rexene."



                                      -2-
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                              SCHEDULE A

Andrew J. Smith
Lavon N. Anderson
Kevin W. McAleer
Jack E. Knott
Jonathan R. Wheeler
James M. Ruberto
Bernard J. McNamee