MILLENNIUM

                SAVINGS & INVESTMENT PLAN

   (As restated to include amendments through August, 2001)



          MILLENNIUM SAVINGS & INVESTMENT PLAN



                       ARTICLE I

                      Definitions

     As used herein, unless otherwise defined or
required by the context, the following words and
phrases shall have the meanings indicated.  Some of the
words and phrases used in the plan are not defined in
this Article I, but, for convenience are defined as
they are introduced into the text.

     1.1 "Account" means a Member's Employee
Contributions Account, Compensation Deferral
Contributions Account, Rollover Contribution Account,
Employer Matching Contributions Account,  Prior
Balances Account (formerly the ESOP Account) and Prior
Plan Account, as the context requires.

     1.2 "Affiliate" means any company which is related
to the Employer as a member of a controlled group of
corporations in accordance with Section 414(b) of the
Code, as a trade or business under common control in
accordance with Section 414(c) of the Code or members
of an affiliated service group as defined under Section
414(m) of the Code.

     1.3 "Appropriate Notice"  means communication
through the Telephone Service or other method that may
be prescribed by the Committee from time to time to
convey information for a particular purpose.

     1.4 "Beneficiary" means the person or persons
designated by the Plan or by a Member under Section 2.4
(Beneficiary Designation) to receive benefits payable
under the Plan as a result of the Member's death.

     1.5 "Board" or "Board of Directors" means the
Board of Directors of Millennium America Holdings Inc.

     1.6 "Code" means the Internal Revenue Code of
1986, as amended from time to time and references to
sections thereof shall be deemed to include any such
sections as amended, modified or renumbered.

     1.7 "Committee" means the Benefits Administration
Committee appointed in accordance with Section 11.3
(Appointment of Committee).

     1.8 "Company" means the corporation that owns 100%
of the capital stock of the Employer or any person,
firm, corporation or partnership which may succeed to
its business.

     1.9 "Compensation" means with respect to a Plan
Year, the sum of the amount reported by the Employer to
the Internal Revenue Service on Form W-2 as the
Member's compensation for such calendar year, the
amount of any Compensation Deferral Contributions made
on such Member's behalf to the Plan, and the amount, if
any, contributed to a cafeteria plan that is excluded
from gross income pursuant to Section 125 of the Code;
but exclusive of termination or severance pay, prizes,
awards, grievance settlements, overseas cost of living
allowances, relocation allowances, mortgage assistance,
executive perquisites, stock options, and such other
extraordinary items or remuneration as the Committee
shall determine from time to time pursuant to such
uniform and nondiscriminatory rules as it shall adopt.
The Compensation of each Employee taken into account
under the Plan for any Plan Year shall not exceed
$160,000 ($170,000 after December 31, 1999) as
thereafter adjusted for inflation in accordance with
Section 401(a)(17)(B)of the Code.

     1.10  "Compensation Deferral Contributions" means
contributions made by the Employer pursuant to an
election by the Member to reduce the cash compensation
otherwise currently payable to such Member by an
equivalent amount, in accordance with the provisions of
Section 3.1 (Compensation Deferral Contributions).

     1.11  "Compensation Deferral Contributions
Account" means the separate account maintained for a
Member to record such Member's share of the Trust Fund
attributable to Compensation Deferral Contributions
made on such Member's behalf to the Plan or equivalent
contributions made to a Prior Plan.

     1.12  "Effective Date" means January 1, 1994, the
effective date of the Plan as amended and restated.

     1.13  "Eligible Employee" means an Employee who is
employed on a full-time basis or who has worked 1000
Hours of Service during a consecutive twelve-month
period; excluding, however, an individual who is
covered by a collective bargaining agreement between
the Employer and any union unless participation by such
employee in the Plan has been agreed to by the parties
to such agreement.

     1.14  "Employee" means a person (but not including
a person acting only as a director) who is employed by
the Employer.  Leased Employees shall also be treated
as Employees for purposes of this Plan unless: (i) such
Leased Employees are covered by a Plan described in
Code Section 414(n)(5) and (ii) such Leased Employees
constitute less than Twenty Percent (20%) of the
Employer's non-highly compensated workforce as defined
in Code Section 414(n)(5)(C).

     1.15  "Employee Contributions Account" means the
separate account maintained for a Member to record such
Member's share of the Trust Fund attributable to
previously permitted after-tax contributions by the
Member to the Plan.

     1.16  "Employer" means Millennium America Holdings
Inc. and any subsidiary authorized by the Board of
Directors to participate in the Plan, including, but
not limited to, Millennium Chemicals Inc., Millennium
Petrochemicals Inc., Millennium Inorganic Chemicals
Inc. and Millennium Specialty Chemicals Inc.

     1.17  "Employer Matching Contributions" means the
Employer matching contributions made to the Trust Fund
pursuant to Article V (Employer Matching
Contributions).

     1.18  "Employer Matching Contributions Account"
means the separate Account maintained for a Member to
record such Member's share of the Trust Fund
attributable to Employer Matching Contributions made on
such Member's behalf.

     1.19  "Employer Securities" means

           (a)  For the purposes of any investment to be made
     in the Company Stock Fund, the common stock
     of Millennium Chemicals Inc., a Delaware
     Corporation., and

           (b)  For the purposes of determining a Member's
      eligibility to exclude net unrealized
      appreciation in respect of certain lump sum
      distributions from the Company Stock Fund:

                 (i)  securities designated as Employee
               Securities issued by a sponsor of the
               Plan or a parent or subsidiary of the
               Plan sponsor that have been designated
               as employee securities, and

                 (ii) shares distributed to holders of
               Employer Securities described in either
               of paragraph (a) or this paragraph (b)
               as a dividend or in a corporate
               reorganization.

      Any Employer Securities described in paragraph
(b) held in a Member's Account may be sold at the
direction of the Member and the proceeds reinvested in
any Core Fund. Employer Securities described in
paragraph (a) which are purchased with the proceeds of
sale of Employer Securities described in paragraph (b),
whether or not first invested in an interim investment
in any other Core Fund, shall be deemed to be, and
subject to the same restrictions as, Employer
Securities purchased with Employer Matching funds.

     If, in the judgment of the Plan Administrator, any
of the Employer Securities described in paragraphs (a)
or (b) are deemed to be no longer a prudent investment,
the investment in such Employer Securities held in the
Company Stock Fund may be liquidated in whole or in
part at any time.

     1.20  "ERISA" means Public Law No. 93-406, the
Employee Retirement Income Security Act of 1974, as
amended from time to time.

     1.21  "Hour of Service" means each hour for which
an Employee is paid, or entitled to payment, or
receives earned income from an Employer or an
Affiliate:

           (a)  for performance of duties;

           (b)  on account of a period of time during
      which no duties were performed, provided that
      except in the case of an Authorized Leave of
      Absence, no more than 501 Hours of Service shall
      be credited for any single continuous period
      during which an Employee performs no duty, and
      provided that no Hours of Service shall be
      credited for periods of time in respect of which
      an Employee receives severance pay or for payments
      made or due under a plan maintained solely for the
      purpose of complying with applicable workers'
      compensation, unemployment compensation or
      disability insurance laws, or for reimbursement of
      medical expenses; and

           (c)  for which back pay, irrespective of
      mitigation of damages, is awarded or agreed to by
      the Employer provided that Hours of Service
      credited under (a) or (b) shall not be credited
      under (c).

     Hours of Service credited to an Employee for the
performance of duties will be credited to the
computation period in which the duties are performed.
The determination of Hours of Service for reasons other
than the performance of duties shall be made in
accordance with the provisions of Labor Department
Regulations Section 2530.200b-2(b), and Hours of
Service shall be credited to the computation periods to
which the award or agreement pertains.  Except in the
case of an Authorized Leave of Absence, not more than
501 Hours of Service shall be credited for any
continuous period during which an Employee performs no
duty or, in the case of service required to be credited
for payments of back pay awarded or agreed to, for a
period during which an employee did not or would not
have performed duties.

     To the extent not credited above, for periods of
Authorized Leave of Absence an Employee shall be
credited with a number of Hours of Service for each
week of such Authorized Leave of Absence equal to the
Employee's weekly average number of Hours of Service
scheduled for the six-week period immediately preceding
such Authorized Leave of Absence.

     In any case in which an individual becomes an
Employee upon the acquisition of all or a portion of
the business of his or her former employer by the
Employer or an Affiliate, whether by merger,
acquisition of assets or stock, or otherwise, his or
her service with his or her predecessor employer shall
be included in determining his or her Hours of Service
if, and to the extent that, such service is required to
be credited hereunder (A) by section 414(a) of the Code
and any regulations promulgated thereunder, (B) by the
terms of the agreement pursuant to which the business
of such former employer was acquired by the Employer or
an Affiliate, or (C) by vote of the Board of Directors.

     1.22  "Investment Fund" means any one of the
investment funds described in Section 8.1 (Investment
of Accounts Other than Employer Matching Contributions
Accounts).

     1.23  "Investment Manager" means the individual
and/or other entity appointed in accordance with
Section 12.3 (Investment Manager) who has acknowledged
in writing that such individual is a fiduciary with
respect to the Plan and who is:

            (a)  registered as an investment adviser
     under the Investment Advisers Act of 1940, or

            (b)  a bank, as defined in such Act, or

            (c)  an insurance company qualified to
     manage, assign or dispose of assets of
     pension plans.

     1.24  "Leased Employee" shall mean any person who
pursuant to an agreement between the Employer and any
other person has performed services for the Employer
and related persons as defined in Code Section
414(n)(6) under the primary direction and control of
the Employer, or such related person, on a
substantially full time basis for a period of at least
one year.

     1.25  "Leave of Absence" means an absence or
interruption of service approved by the Committee under
uniform and nondiscriminatory rules and procedures.
Members on leave of absence for service in the Armed
Forces of the United States, however, shall be deemed
to have been on Leave of Absence, provided they return
to service with an Employer within the required time
limitations set forth in the then applicable laws
governing reemployment rights of persons inducted, or
who have enlisted, in the Armed Forces.

     1.26  "Member" means an Eligible Employee who has
become a member of the Plan in accordance with Article
II (Eligibility and Membership).  Each Member shall
continue to be such until the later of the date such
Member ceases to be an Eligible Employee or such
Member's Accounts have been completely distributed.

     1.27 "Mutual Fund" means any fund approved by the
Committee pursuant to Section 8.1.

     1.28  "Parental Leave" means a period not in
excess of two (2) years commencing after December 31,
1984 during which an individual is absent from work for
any period:

            (a)  by reason of the pregnancy of the
     individual,

            (b)  by reason of the birth of a child
     of the individual,

            (c)  by reason of the placement of a
     child with the individual in connection with
     the adoption of such child by such
     individual, or

            (d)  for purposes of caring for such
     child for a period beginning immediately
     following such birth or placement.

An absence from work shall not be a Parental Leave
unless the Employee furnishes the Plan Administrator
such timely information as may reasonably be required
to establish that the absence from work was for one of
the reasons specified in this Section 1.32 and the
number of days for which there was such an absence.
Nothing contained herein shall be construed to
establish an Employer policy of treating a Parental
Leave as a Leave of Absence.

     1.29  "Plan" means the Quantum Chemical Retirement
Savings & Investment Plan as amended January 1, 1997 to
become the Millennium Savings and Investment Plan as
set forth herein or as amended from time to time.

     1.30  "Plan Year" means the calendar year.

     1.31  "Prior Balances Account"  means the separate
account maintained for each Member's share of the Trust
Fund attributable to certain matching contributions or
stock bonus contributions made to the Plan prior to
October 1, 1993 under the Employee Stock Ownership Plan
provisions of the Plan and which have been fully
diversified pursuant to the Code and applicable
regulations.

     1.32  "Prior Plan" means an employee benefit plan
qualified under Section 401(a) of the Code, all or part
of the assets of which are transferred to the Plan in a
transaction which meets the requirement of Regulation
414(l) of the Code.  On the effective date of the
merger of the Millennium Chemicals Inc. Retirement
Savings & Investment Plan (the "Millennium Corporate
RSIP"), the SCM Glidco Organics Corp. Retirement
Savings & Investment Plan (the "SCM Glidco RSIP") and
the SCM Chemicals, Inc. Retirement Savings & Investment
Plan (the "SCM Chemicals RSIP") into the Quantum
Chemicals Retirement Savings & Investment Plan as the
surviving plan and the simultaneous change of name of
the Plan, "Prior Plan" includes the Millennium
Corporate RSIP, the SCM Glidco RSIP and the SCM
Chemicals RSIP.

     1.33  "Prior Plan Account"  means the separate
account maintained for a Member to record such Member's
share of the Trust Fund attributable to employer
contributions to the plans described herein as Prior
Plans.

     1.34  "Recordkeeper" means the entity that will
perform recordkeeping and related services for the Plan
pursuant to the Recordkeeping Services Agreement.

     1.35 "Recordkeeping Services Agreement" means the
written agreement between the Committee and any other
entity under which such person will perform
recordkeeping and related services for the Plan.

     1.36  "Required Beginning Date" means April 1 of
the year following the Plan Year in which occurs the
later of the date that the Member terminates employment
or the date on which the Member attains the age of 70 1/2
years.

     1.37  "Retirement" means a Member's normal, early
or deferred retirement whichever shall apply to the
Member under the provisions of the Employer's pension
plan applicable to such Member, or the termination of
employment of a Member on or after such Member's
attainment of age 65.

     1.38  "Rollover Contribution" means an amount
which is transferred from another plan to this Plan, in
accordance with the provisions of Section 2.7 (Rollover
Contribution From Other Plans).

     1.39  "Rollover Contribution Account" means the
separate Account maintained for a Member to record such
Member's share of the Trust Fund attributable to any
Rollover Contribution made to the Plan on his behalf.

     1.40  "Service" means the period of employment
beginning on the first day the Eligible Employee
performs duties for the Employer or an Affiliate and
ending on the day of quit, retirement, discharge or
death, or two years after the commencement of absence
on account of parental Leave, or one year after an
authorized absence for any other reason.  All prior
periods of employment with the Employer or an
Affiliate, and breaks in employment of less than one
year shall be included in Service.  If a break in
employment of not more than two years is on account of
Parental Leave not more than one year of Service shall
be credited to an Eligible Employee for a period of
Parental Leave.

     1.41 "Suspense Account" means the separate account
maintained for a Member pursuant to Section 4.3.

     1.42 "Telephone Service" shall mean the toll-free
telephone service the Recordkeeper is to make available
to receive notice of salary deferral elections,
investment elections and changes of such elections, and
requests for distributions, withdrawals and loans, from
Participants and the Committee, and to furnish
information to Participants, in accordance with the
provisions of the Recordkeeping Services Agreement.
The term "Telephone Service" shall include any other
means of electronic communication, including the
Internet, that the Committee and the Recordkeeper may
agree, in writing, may be used to receive such notices
and requests, and to furnish such information.

     1.43 "Total and Permanent Disability" means
permanent incapacity which results in a Member being
unable to engage in regular employment or occupation by
reason of any medically demonstrable physical or mental
condition acceptable to the Committee on a
nondiscriminatory basis and which would entitle the
Member to benefits under the Employer's long-term
disability plan, if any, or to Social Security benefits
as evidenced by a disability award letter.  However, no
Member shall be deemed to be disabled if such
incapacity (a) was incurred, suffered or occurred while
the Member was engaged in, or resulted from having
engaged in, a criminal enterprise, or (b) was
intentionally self-inflicted.

     1.44  "Trustee" means the corporate trustee
appointed from time to time by the Company to
administer the Trust Fund in accordance with Section
12.2 (Trustee).

     1.45  "Trust Fund" means the trust fund
established in accordance with Section 12.1 (Trust
Fund) from which benefits provided under this Plan will
be paid.

     1.46  "Valuation Date" means each business day on
which the New York Stock Exchange is open for trading.




                       ARTICLE II

               Eligibility and Membership


     2.1  Members of Prior Plans.  Each person who was
a member of a Prior Plan shall become a member of the
Plan on the effective date of the transaction referred
to in Section 1.32 subject, however, to certification
from such person of the deferrals that have been made
to any such Prior Plan during the current Plan Year.

     2.2  Eligible Employee's Election to Become
Member.  On and after the Effective Date an Eligible
Employee may elect to become a Member at any time.  A
Member shall make any such election by using the
Telephone Service to communicate such election directly
to the Recordkeeper.  Such election will be effective
during the first available payroll period that is
administratively feasible.

     2.3  Elections Upon Becoming A Member.  An
Eligible Employee, by using the Telephone Service,
shall (a) authorize the Employer to reduce current
compensation for Compensation Deferral Contributions
pursuant to Section 3.1 (Compensation Deferral
Contributions), (b) make an investment election from
among those options approved by the Committee pursuant
to Section 8.1 (Investment of Accounts other than
Employer Matching Contributions Accounts), and (c)
designate a Beneficiary in accordance with Section 2.4
(Beneficiary Designation). Any such payroll
authorization, investment election or Beneficiary
designation shall remain in effect until changed by
communicating with the Recordkeeper through the
Telephone Service subject to the provisions of the
Plan.

     2.4  Beneficiary Designation. Each Member shall
designate a Beneficiary by communicating such
designation to the Recordkeeper through using the
Telephone Service.  The designated Beneficiary may be
an individual, estate or trust; however, if the Member
is married at the time of such Member's death, such
Member's surviving spouse shall automatically be such
Member's sole Beneficiary unless the spouse has
consented in writing in accordance with Section 10.9
(Spousal Consent) to a designation of a different
Beneficiary.  If more than one individual or trust is
named, the Member shall indicate the shares and/or
precedence of each individual or trust so named.  Any
Beneficiary so designated may be changed by the Member
at any time (subject to his spouse's consent, if
applicable) by communicating such change to the
Recordkeeper through using the Telephone Service.

     In the event that no Beneficiary has been
designated or that no designated Beneficiary survives
the Member, the following Beneficiaries (if then
living) shall be deemed to have been designated in the
following priority:  (a) spouse, (b) children,
including adopted children, in equal shares, (c)
parents, in equal shares, or the Member's surviving
parent, if only one parent survives, and (d) Member's
estate.

     2.5  Transfers to or from Non-Covered Status.  If
a Member ceases to meet the definition of Eligible
Employee as set forth in Section 1.13 (except because
of such Member's failure to have 1000 Hours of Service
during any consecutive twelve-month period) but
continues to be an Employee or an employee of an
Affiliate, such Member's right to make or have
contributions made on such Member's behalf to the Plan
shall be suspended.  If during the period of
suspension, a Member's employment with the Employer or
an Affiliate terminates for any reason, there shall be
a distribution of such Member's Accounts in accordance
with the provisions of Article X (Distribution).

     If and when the suspended Member again becomes an
Eligible Employee, such Member may resume having
Compensation Deferral Contributions made on such
Member's behalf as of any payroll date thereafter by
giving Appropriate Notice to the Recordkeeper not less
than 30 days (or such other period as the Committee may
prescribe) prior to such payroll date.

     2.6  Rollover Contributions From Other Plans.  An
Eligible Employee who is in receipt of a distribution
which is eligible to be "rolled over" to a qualified
plan in accordance with applicable Code sections may,
in accordance with and subject to such rules and
procedures approved by the Committee, transfer all or
part of such distribution into the Plan; provided, that
distributions which are so transferred to the Plan
shall consist only of cash and that such transfer shall
be in conformity with requirements set forth in the
Code.

     Upon approval by the Committee, the amount
transferred to the Plan shall be deposited in the Trust
Fund in cash and shall be credited to a Rollover
Contribution Account.

     If a Rollover Contribution is made on behalf of an
individual who has not yet become a Member, such
individual shall be deemed a Member upon the
establishment of the Rollover Contribution Account;
however, participation in the Plan shall be limited to
the Rollover Contribution Account until the other
requirements for membership under this Article II are
fulfilled.




                      ARTICLE III

          Compensation Deferral Contributions

     3.1  Compensation Deferral Contributions. Each
Member who is an Eligible Employee may elect to have
the Employer make Compensation Deferral Contributions
not to exceed $10,000 ($10,500 effective January 1,
2000) per year (subject to adjustment for inflation in
accordance with Section 415(d) of the Code) to the Plan
on such Member's behalf to be credited to such Member's
Compensation Deferral Contributions Account, in which
case the cash compensation otherwise payable by the
Employer to the Member shall be reduced by an amount
equal to the Compensation Deferral Contributions so
made.  Subject to the limitations prescribed in Section
4.1 the amount of Compensation Deferral Contributions
in any payroll period shall be in whole percentages
from 1% to 17% of the Member's Compensation as the
Member shall designate (or such greater or lesser
percentages as the Committee may from time to time
prescribe for the Plan).

     The foregoing notwithstanding during the "make up
period," as defined below, a former Member (a
"Veteran") who is reemployed after a period of military
service may elect to have the Employer make additional
Compensation Deferral Contributions to the Plan on such
Veteran's behalf, the total of which may not exceed the
maximum Compensation Deferral Contributions that the
Veteran could have elected to have made if no military
leave had occurred.  For the purposes of calculating
the amount of such additional Compensation Deferral
Contributions the Veteran's Compensation during such
leave of absence shall be deemed to have been the
Veteran's annual rate of compensation at the time the
military leave of absence commenced (the 'Deemed
Compensation Rate') and the 'make up period' during
which such additional Compensation Deferral
Contributions may be elected shall be equal to the
lesser of five years or three times the period of the
military leave of absence.  Such additional
Compensation Deferral Contributions in any payroll
period shall be in whole percentages of the Veteran's
current payroll and shall not exceed the maximum amount
that could have been deferred at the Deemed
Compensation Rate.  In the event that the additional
Compensation Deferral Contributions to the Plan on a
Veteran's behalf that are authorized by this paragraph
exceed the limitations set forth in Article IV of the
Plan or otherwise conflict with the provisions of the
Code or ERISA such limitations or conflicts shall be
ignored to the extent permitted by Code Section 414(u).

     3.2  Changes and Suspension of Contributions.
Compensation Deferral Contributions made on a Member's
behalf may be increased or decreased or suspended or
resumed.  A Member shall make any such election by
using the Telephone Service to communicate such
election directly to the Recordkeeper.  Any election so
made shall become effective as soon as practicable
after such election is communicated to the
Recordkeeper.  If a Member requests a change before a
previous request has become effective, the Recordkeeper
shall recognize only the last request.

     3.3  Transfer of Contributions to Trustee.
Contributions made under this Article III will be
transferred to the Trustee as soon as reasonably
possible after contributions are withheld, but in no
event later than the fifteenth business day of the
month following the month in which contributions are
withheld.




                       ARTICLE IV

Limitations on, and Distribution of, Excess Compensation
   Deferral Contributions and Excess Employer Matching
      Contributions of Highly Compensated Employees

     4.1  Limitations.  The Committee in its sole
discretion shall separately limit the amount of
Compensation Deferral Contributions and Employer
Matching Contributions made on behalf of each "Highly
Compensated Employee" (as defined below) for each Plan
Year to insure that neither the Deferral Percentage nor
the Contributions Percentage (each as defined below and
referred to herein as the "Percentage") exceed the
greater of (X) 125 percent of the Percentage of all
other Eligible Employees in the current or preceding
Plan Year (the "Measuring Year") as the Committee may
select as permitted by the Code and guidance from the
Internal Revenue Service or, alternatively, (Y) the
Percentage of all other Eligible Employees for the
Measuring Year plus 2 percentage points;  and, the
actual Percentage for the Highly Compensated Employees
is not more than two times the actual Percentage in the
Measuring Year of all other Eligible Employees.

     For purposes of this Section, the term "Deferral
Percentage" with respect to any Plan Year means the
Compensation Deferral Contributions for the Plan Year
divided by Compensation.

     For purposes of this Section, the term
"Contributions Percentage" with respect to any Plan
Year means the Employer Matching Contributions for the
Plan Year divided by Compensation.

     For the purposes of this Section, the term "Highly
Compensated Employee" with respect to any Plan Year
means an Eligible Employee or former Eligible Employee
who performed services during the Plan Year for which
the determination is being made and:

          (a) at any time during such Plan Year or preceding
     Plan Year was a 5-percent owner of the Employer
     (as defined for top-heavy plans under Code Sec.
     416(1); or

          (b) earned $80,000 ($85,000 after December 31,
     1999) or more in the preceding Plan Year (subject
     to adjustment for inflation in accordance with
     Section 415(d) of the Code) in annual Compensation
     from the Employer.

(1)  For the purposes of this Section, the term
"Compensation" means Compensation within the meaning of
Code Section 415(c)(3), including elective or salary
reduction contributions to a cafeteria plan, cash or
deferred arrangement or tax sheltered annuity.

(2)  For the purpose of this Section the term
"Employer" shall also include all other entities
aggregated with the Employer under the requirements of
Code Section 414(b), (c), (m) and (o).

     For purposes of this Section the definition of
"Compensation Deferral Contributions" and "Employer
Matching Contributions" shall include Compensation
Deferral Contributions and Employer Matching
Contributions made under any other plan that is
aggregated with this Plan for purposes of Sections
401(a)(4) or 410(b) (other than Section
410(b)(2)(A)(ii)) of the Code and if any such plan is
permissively aggregated with this Plan for the purposes
of Section 401(k) of the Code, the plans so aggregated
must also satisfy Section 401(a)(4) and 410(b) as if
they were a single plan.  Further, for the purposes of
this Section, Compensation Deferral Contributions made
on behalf of each Highly Compensated Employee shall be
determined by treating all cash or deferred
arrangements under which each such Highly Compensated
Employee is eligible as a single arrangement.

     4.2  Control of Compensation Deferral
Contributions and Employer Matching Contributions and
Distribution of Excess.

          (a)  Rules For Compensation Deferral
     Contributions. The Committee may, in accordance with
     uniform and nondiscriminatory rules it establishes from
     time to time, require that Members who are among the
     Highly Compensated Employees for the Plan Year make
     Compensation Deferral Contributions elections following
     and/or preceding the completion of such elections by
     all other Eligible Employees and the Committee may (X)
     limit the amount by which each Member who is among the
     Highly Compensated Employees may elect to reduce his or
     her Compensation, and (Y) subject to Section 402(g) of
     the code, permit each other Eligible Employee to elect
     to reduce his or her compensation within higher limits
     than those for Highly Compensated Employees.

     In the event that it is determined prior to the
     close of any payroll period that the amount of
     Compensation Deferral Contributions to be made with
     respect to such payroll period or Employer Matching
     Contributions in respect thereof would cause the
     limitation contained in this Section to be exceeded for
     the Plan Year in which such payroll period occurs, the
     amount of Compensation Deferral Contributions allowed
     to be made on behalf of Highly Compensated Employees
     for such payroll period shall be reduced.  The Highly
     Compensated Employees to whom the reduction is
     applicable, and the amount of the excess Compensation
     Deferral Contributions, shall be determined by reducing
     the actual Deferral Contributions of the Highly
     Compensated Employee or Employees with the highest
     actual Deferral Contributions to the extent required
     to

                 (i)  enable the arrangement to satisfy
          the limitation set forth in Section 4.1
          above; or

                 (ii)  cause such Highly Compensated
          Employee's or Employees' actual Compensation
          Deferral Contributions to equal the actual
          Compensation Deferral Contribution of the
          Highly Compensated Employee or Employees with
          the next highest actual Compensation Deferral
          Contributions.

     The "leveling" process described in paragraph (i)
or (ii) shall be repeated until the limitations set
forth in this Section are satisfied.

     If the Committee determines that the limitations
contained in this Section have not been met for any
Plan Year, the Committee may return the excess
Compensation Deferral Contributions of Members who are
Highly Compensated Employees (calculated in the manner
set forth above) to such Members within the 12-month
period beginning after the last day of the Plan Year
for which such contributions were made.  The amount of
such excess Compensation Deferral Contributions shall
be adjusted to reflect any income or loss allocable to
such excess during the Plan Year determined in
accordance with the alternative method set forth in
Reg. Section 1.401(k)-1(f)(4)(ii)(C) and also from the
end of the Plan Year to the date of distribution
determined in accordance with the safe harbor method
set forth in Reg. Section 1.401(k)-1(f)(4)(ii)(D).  In
addition, Employer Matching Contributions that are
attributable to excess Compensation Deferral
Contributions  shall be deemed excess aggregate
contributions and shall be forfeited or distributed as
provided in paragraph (b), below.

     The amount of excess Compensation Deferral
Contributions to be returned under this section shall
be reduced however, by the amount of any Compensation
Deferral Contributions that have previously been
distributed pursuant to Section 4.3 for the taxable
year ending in the same plan year and conversely
Compensation Deferral Contributions that are to be
distributed pursuant to section 4.3 shall be reduced by
the amount of any excess Compensation Deferral
Contributions previously distributed under this section
for the plan year beginning in such taxable year.

          (b)  Rules for Employer Matching Contributions.
     In the event that it is determined prior to the
     close of any payroll period that the amount of Employer
     Matching Contributions to be made with respect to such
     payroll period would cause the limitation contained in
     this Section to be exceeded for the Plan Year in which
     such payroll period occurs, the amount of Employer
     Matching Contributions allowed to be made on behalf of
     Highly Compensated Employees for such payroll period
     shall be reduced.  The Highly Compensated Employees to
     whom the reduction is applicable, and the amount of the
     excess shall be determined by reducing the Employer
     Matching Contributions of the Highly Compensated
     Employee or Employees with the highest actual Matching
     Contributions to the extent required to

               (i)  enable the arrangement to satisfy the
          limitation set forth in Section 4.1 above; or

               (ii) cause such Highly Compensated Employee's or
          Employees' actual Matching Contributions to equal
          the Matching Contributions of the Highly
          Compensated Employee or Employees with the next
          highest actual Matching Contributions.

     The "leveling" process described in paragraph (i)
or (ii) shall be repeated until the limitations set
forth in this Section are satisfied.

     Excess aggregate contributions plus any income and
minus any losses allocable thereto, shall be forfeited,
if not vested, or if not forfeitable, distributed, no
later than the last day of each Plan Year to those
Members to whose Individual Accounts such excess
aggregate contributions were allocated.  Employer
Matching Contributions which are forfeited shall be
credited against Employer Matching Contributions
required to be made to Member's accounts in the Plan
Year following the Plan Year that the excess Employer
Matching contributions were allocated to Member's
accounts provided, however, any excess which has not
been so credited within two and one half months after
the end of the Plan Year shall be immediately refunded
to the Employer.

          (c)  Multiple Use Limitations. If the actual
     Deferral Percentage, the actual Contribution
     Percentage, and the sum of the two percentages for the
     group of Highly Compensated Employees in the Plan
     exceed the limits set forth in Regs.1.401(m)-2(b) then
     in such case the required reduction of multiple use of
     the alternate limitation shall be accomplished through
     reduction of the actual Deferral Percentage for all
     Highly Compensated Employees eligible to participate in
     the Plan in accordance with the procedures prescribed
     in Regs. 1.401(m)-2(b) which are incorporated herein by
     reference.

     4.3  Limitation of Annual Additions.

         (a)  Notwithstanding anything herein to the con-
     trary, in no event shall the Annual Additions (as here-
     inafter defined) with respect to any Member in any Plan
     Year exceed the Maximum Annual Additions.  A Member's
     "Maximum Annual Additions" means the lesser of (i) 25%
     of the Member's compensation reported on Form W-2
     (after December 31, 1997, compensation for the purposes
     of Annual Additions shall also include elective or
     salary reduction contributions to a cafeteria plan,
     cash or deferred compensation arrangement or tax shel-
     tered annuity) or (ii) the dollar limit in effect for
     such Plan Year in accordance with Section 415(c)(1)(A)
     of the Code ($30,000 as hereafter adjusted for infla-
     tion in accordance with Section 415(d) of the Code),

         (b)  For purposes of this Section 4.3
     the term "Annual Additions" means the sum for
     any Plan Year of

              (i)  Compensation Deferral
          Contributions made in accordance
          with Section 3.1 (Compensation
          Deferral Contributions),

              (ii)  Employer Matching
          Contributions including forfeitures
          as applied in accordance with
          Section 5.1 (Amount of Employer
          Matching Contributions)and Section
          5.2 (Treatment of Forfeitures).

             (iii)  The amount of annual
          additions (within the meaning of Section
          415(c)(2) of the Code) under all other
          qualified defined contribution plans of
          the Employer or an Affiliate.

           (c)  If the Member's Annual Additions
      exceed the Maximum Annual Additions
      limitations in accordance with this Section
      4.3, such amounts shall not be contributed to
      the Trust or, if contributed by or on behalf
      of a Member under the Plan shall be reduced
      in the following order, but only to the
      extent necessary to meet the limitations: (i)
      Compensation Deferral Contributions and (ii)
      Employer Matching Contributions in respect of
      such reduced Compensation Deferral
      Contributions.

           (d)  Combined Fraction.

                (i)  Notwithstanding the foregoing, for any Plan
          Year beginning before January 1, 2000, if a Member is a
          participant in any qualified defined benefit plan
          maintained by an Employer or an Affiliate, the sum of
          the "Defined Benefit Plan Fraction" (as defined below)
          and the "Defined Contribution Plan Fraction" (as
          defined below) for such Member shall not exceed 1.0
         (called "Combined Fraction").  If for any Plan Year the
         Combined Fraction of a Member exceeds 1.0 after
         application of provisions for limitation of benefits
         under all such qualified defined benefit plans, the
         Maximum Annual Additions of such Member shall be
         reduced as provided in Section 4.3(c) to the extent
         necessary to reduce the Combined Fraction of such
         Member to 1.0.

               (ii)  The "Defined Benefit Plan Fraction"
          applicable to a Member for any Plan Year is a fraction,
          the numerator of which is the sum of the Projected
          Annual Benefit of the Member under all of the qualified
          defined benefit Plans maintained by the Employer or an
          Affiliate, (whether or not terminated) in which such
          Member participates (determined as of the close of the
          Plan Year) and the denominator of which is the lesser
          of (A) the product of 1.25 multiplied by the maximum
          dollar limitation on a Member's Projected Annual
          Benefit if the plan provided the maximum benefit
          allowable under Section 415(b) of the Code for such
          Plan Year, or (B) the product of 1.4 multiplied by 100%
          of the Member's Highest Average Compensation.

     Notwithstanding the above, if the Member was a
participant in one or more defined benefit plans
maintained by the Employer which were in existence on
July 1, 1982, the denominator of this fraction will not
be less than 1.25 multiplied by the sum of the annual
benefits under such plans which the Member had accrued
as of the later of September 30, 1983, or the last
limitation year beginning before January 1, 1983.  The
preceding sentence applies only if defined benefit
plans individually and in the aggregate satisfied the
requirements of Section 415 of the Code as in effect at
the end of the 1982 limitation year.

                   (iii)  The "Defined Contribution Plan Fraction"
          applicable to a Member for any Limitation Year is a
          fraction, the numerator of which is the sum of the
          Member's Annual Additions as of the close of such Plan
          Year for that Plan Year and for all prior Plan Years
          under all of the defined contribution plans maintained
          by an Employer or an Affiliate in which Member
          participates, and the denominator of which is the
          lesser of the following amounts (determined for such
          Plan Year and for each prior Plan Year of service with
          the Employer or any Affiliate regardless of whether a
          plan was in existence during those years):  (A) the
          product of 1.25 multiplied by the dollar limitation in
          effect under Code Section 415(c)(1)(A) for the Plan
          Year (determined without regard to the special dollar
          limitation for employee stock ownership plans), or (B)
          the product of 1.4 multiplied by twenty-five percent of
          the Member's Compensation for the Plan Year.



               (e)  Definitions.

                    (i)  "Highest Average Compensation" means the
          average of a Member's high three consecutive Plan Years
          (determined as of the close of the Plan Year) of
          employment with the Employer or the actual number of
          years of employment for those Members who are employed
          for less than three consecutive years with the
          Employer.

                    (ii)  "Projected Annual Benefit" means the annual
          benefit a Member would receive from employer
          contributions under a defined benefit plan, adjusted,
          in the case of any benefit payable in a form other than
          a single life annuity or a qualified joint and survivor
          annuity, to the actuarial equivalent of a single life
          annuity, assuming (A) the Member continues employment
          until reaching the plan's normal retirement age (or the
          Member's current age, if later), (B) compensation
          remains unchanged and (C) all other relevant factors
          used to determine benefits under the plan remain
          constant in the future.

               (f)  In the event that, notwithstanding the
     foregoing provisions of this Section 4.3, the
     limitations with respect to Annual Additions prescribed
     hereunder are exceeded with respect to any Member and
     such excess arises as a consequence of reasonable error
     in estimating a Member's compensation or such other
     circumstances as the Secretary of Treasury shall
     permit, the Employer Matching Contributions portion of
     such excess shall be held in a Suspense Account and, if
     such Member remains a Member, shall be used to reduce
     Employer Matching Contributions for such Member for the
     succeeding Plan Years, and, if such Member ceases
     participating in the Plan, shall be used to reduce
     Employer Matching Contributions for all Members in the
     Plan Year of cessation and succeeding Plan Years, as
     necessary.  Compensation Deferral Contributions which
     have been made to the Trust and are reduced under
     Section 4.3(c) shall be refunded to the Member as soon
     as administratively convenient.  Any Employer Matching
     Contributions including forfeitures remaining upon Plan
     Termination which cannot be allocated to Members in
     accordance with the foregoing in the Plan Year of
     termination of the Plan shall be returned to the
     Employer.

               (g)  For purposes of this Section 4.3, the
     standard of control for determining if a company is an
     Affiliate under Section 414(b) and 414(c) of the
     Internal Revenue Code shall be deemed to be "more than
     50%" rather than "at least 80%."




                       ARTICLE V

            Employer Matching Contributions

     5.1  Amount of Employer Matching Contributions.
The Employer shall make matching contributions to the
Plan, with respect to each payroll period on behalf of
each Member who is an Eligible Employee, equal to 75%
(or such other percentage as the Board may from time to
time authorize) of that portion of the Member's
Compensation Deferral Contributions which do not exceed
6% (or such other percentage as the Board may from time
to time permit) of Compensation in such payroll period.
The Board of Directors may, in its discretion,
discontinue Employer Matching Contributions with
respect to Members' Compensation Deferral Contributions
for Compensation not yet earned on the date such
Employer Matching Contributions are discontinued.

     5.2 Treatment of Forfeitures.  Any amounts
forfeited in accordance with Section 14.6 (Unclaimed
Amounts) shall be applied as a credit towards the
amount of Employer Matching Contributions otherwise
required under Section 5.1.

     5.3  Transfer of Contributions to Trustee.
Employer Matching Contributions under this Article V
with respect to each payroll period shall be paid to
the Trustee as soon as practicable after each payroll
period.




                       ARTICLE VI

                        Accounts

     6.1  Maintenance of Accounts.  For each Member the
Committee shall, where applicable, cause a separate
Compensation Deferral Contributions Account, an Employ-
er Matching Contributions Account, a Prior Balances
Account, a Rollover Contribution Account and a Prior
Plan Account to be maintained.  For Employee
contributions made to a Prior Plan which were not
Compensation Deferral Contributions the Committee shall
continue to maintain a separate Employee Contributions
Account.

     6.2  Valuations. As of each Valuation Date, the
Accounts of each Member shall be adjusted to reflect
the Member's share of contributions, amounts of
principal or interest paid or accrued in respect of a
loan made to such Member pursuant to Section 9.5,
withdrawals, distributions, income, expenses payable
from the Trust Fund and any other increase or decrease
in the value of Trust Fund assets since the preceding
Valuation Date.  The Plan will use a daily valuation
system, which generally shall mean that Accounts will
be updated each business day to reflect activity for
that day, such as new contributions received by the
Trustee, changes in Participants' investment elections,
and changes in the value of the Investment Funds under
the Plan.  Such daily valuation is dependent upon the
Recordkeeper's receiving complete and accurate
information from a variety of different sources on a
timely basis.  Since events may occur that cause an
interruption in this process, affecting a single
Participant or a group of Participants, there shall be
no guarantee by the Plan that any given transaction
will be processed on the anticipated day.  In the event
of any such interruption, an affected transaction will
be processed as soon as administratively feasible and
no attempt shall be made to reconstruct events as they
would have occurred absent the interruption, regardless
of the cause, unless the Committee in its sole
discretion directs the Recordkeeper to do so.




                      ARTICLE VII

                  Vesting of Accounts

     7.1  Employer Matching Contributions Account.

               (a) Prior to January 1, 1999, a Member's interest
     in the Member's Employer Matching Contributions Account
     became 100% vested after completion of at least five
     years of Service provided, however, that each Member of
     the Plan who was employed on the Effective Date was
     100% vested in all past and future Employer Matching
     Contributions.

               (b) Except as set forth in paragraph (c) each
     Member who is employed by the Company on or after
     January 1, 1999 shall at all times be 100% vested in
     all past and future Employer Matching Contributions.

               (c) Employer Matching Contributions to accounts of
     Highly Compensated Employees shall not be deemed to
     vest until the Deferral Percentage and Contributions
     Percentage limitations set forth in Article IV have
     been satisfied.

               (d) Nothing herein shall delay vesting pursuant
     to the provisions of a Prior Plan.

     7.2  Other Accounts.  Interests in Compensation
Deferral Contributions Accounts, Prior Plan Accounts,
Prior Balances Accounts, Rollover Contribution Accounts
and Employee Contributions Accounts shall be fully
vested at all times.

     7.3  Earlier Vesting in Employer Matching
Contributions Accounts.  Notwithstanding the foregoing,
a Member's interest in his or her Employer Matching
Contributions Account shall be fully vested (a) on the
date of termination of employment by reason of death,
Retirement or Total and Permanent Disability, (b) when
and if this Plan shall at any time be terminated for
any reason, (c) upon the complete discontinuance of
contributions by the Employer hereunder, or (d) upon
partial termination of this Plan if such Member is a
member affected by such partial termination.




                      ARTICLE VIII

                 Investment of Accounts

     8.1  Investment of Accounts Other Than Employer
Matching Contributions Accounts.  On becoming a Member,
each Member (1) may elect to participate in the Self-
Directed Window investment program described in Section
8.9, below and (2) shall also direct that Compensation
Deferral Contributions, Prior Plan, Rollover
Contributions and Employee Contribution Accounts (to
the extent not invested, or not permitted to be
invested in the Self-Directed Window) be invested in
increments of 1% of the sum of the balances in the
Members' Accounts (other than the Company Stock Account
or the Self Directed Window Account) in one or more of
the Investment Funds prescribed from time to time by
the Committee, (the "Core Funds") which individually
and collectively (together with the Self-Directed
Window program) are designed to conform to DOL
Regulation 2550.404c-1 for so-called Section 404(c)
plans in order that fiduciaries of the Plan may be
relieved of liability for any losses which are the
direct and necessary result of Member's investment
directions.  The investments elections of Members shall
apply uniformly to all of a Member's Core Accounts.

     8.2  Redirection of Future Contributions. A Member
may change investment directions for future
contributions received under Section 8.1 in increments
of 1% of such contributions.  A change in investment
direction shall be made by communicating such election
directly to the Recordkeeper by using the Telephone
Service.  Changes in investment elections will be
effective as soon as administratively practicable in
accordance with procedures established by the
Committee.

     8.3  Reinvestment of Prior Contributions.  A
Member may direct that up to the total value in any
Investment Fund holding investments from the Member's
Compensation Deferral Contributions Account, Prior Plan
Account, Rollover Contribution Account or Employee
Contributions Account be transferred from one
Investment Fund to any other Investment Fund in
increments of 1%.  A reinvestment of prior
contributions shall be made by communicating such
election directly to the Recordkeeper by using the
Telephone Service. Changes in investment direction will
be effective as soon as administratively practicable in
accordance with procedures established by the
Committee.

     8.4  Investment of Employer Matching Contributions
Accounts.  Employer Matching Contributions and
dividends on Employer Securities shall be invested only
in Employer Securities through the Company Stock Fund.

     8.5  Statements of Accounts And Confirmation of
Investment Directions.

               (a)  Statements of Accounts.  Each Member shall be
     furnished a quarterly statement of accounts.  A
     statement of accounts shall also be furnished to a
     Member upon any distribution being made under the Plan.

               (b)  Confirmations of Investment Directions.  All
     investment directions given by Members under the Plan
     shall be confirmed in writing.

     8.6  Crediting of Accounts.

               (a)  Interests in each of the Investment Funds
     shall be credited to each Member's Accounts as units of
     value determined separately on each business day for
     the investment options available under Section 8.1 by
     dividing the then fair market value at the close of
     such day of all the assets of such Investment Fund by
     the number of units therein then outstanding.

               (b)  Current Compensation Deferral Contributions,
     Employer Matching Contributions and Rollover
     Contributions will be credited to Members' Accounts as
     units of value, the number of which is determined by
     dividing the dollar amount of the contribution by the
     then current unit value; and

               (c)  Notwithstanding the method used to allocate
     Employer Securities among individual accounts or groups
     of accounts, the value of Employer Securities (other
     than Millennium Chemicals Inc. Common Stock) which are
     sold for the purpose of liquidating the Plan's entire
     investment or a substantial portion of such investment
     in such securities shall be determined after the fact
     on the basis of the actual proceeds yielded from their
     orderly liquidation.

               (d)  The value of a share of any Mutual Fund as of
     any Business Day shall be the Mutual Fund's net asset
     value per share at the close of such day, as determined
     by the Mutual Fund's investment manager.

     If a suspense account credited in accordance with
Section 4.3(f) is in existence on any business day, the
number of units of value in the suspense account shall
be adjusted as of the close of each business day so
that an account does not participate in the Trust's
investment gains or losses.  To the extent a Member's
Accounts are invested pursuant to Section 9.5 in a loan
to a Member, the Member's Accounts shall be credited
and charged directly with income, gains, losses, and
expenses attributable to such loan as of the close of
each business day and the value of the account will be
adjusted through the date of distribution to reflect
the value of such direct investments on the
distribution date.  A Member's loan principal and
interest payments shall be credited to the Member's
Accounts which are invested in such loans pursuant to
Section 9.5 and such payments shall be invested in
accordance with the Member's investment directions for
such Accounts pursuant to Sections 8.1 and 8.2 as the
situation may require.

     8.7  Correction of Errors.  In the event of an
error in the adjustment of a Member's Account, the
Committee, in its sole discretion, may correct such
error by either crediting or charging the adjustment
required to make such correction to or against
forfeitures for the Plan Year or to or against income
as an expense of the Trust for the Plan Year in which
the correction is made, or if an Employer contributes
an amount to correct any such error, from such amount.
Except as provided in this Section, the Accounts of
other Members shall not be readjusted on account of
such error.

     8.8  Investment of Deferred Distributions.  Former
employees who are Members of the Plan shall have the
same investment options for their Accounts as are
available for the Accounts of current employees who are
Members of the Plan.

     8.9  The Self-Directed Window.

               (a)  Definition.  The Self-Directed Window is an
     individual account with a registered broker-dealer (the
     "Broker") nominated by the Committee which holds funds
     eligible to be transferred from the Core Funds pursuant
     to uniform non-discriminatory procedures prescribed by
     the Committee to be invested at the direction of the
     Member in any Mutual Fund which can be maintained by
     the Broker, subject, however, to limitations on such
     investments that are required to conform to DOL Reg.
     2550.404c-1 for Section 404(c) plans.

               (b)  Establishing the Self-Directed Window.  To
     open a Self-Directed Window account a Member may be
     required to enter into a Self-Directed Window Agreement
     with the Broker and, in connection therewith, to enter
     into a limited power of attorney to permit both the
     Trustee and the Broker to act for the Member to insure
     that the Plan will continue to be a qualified plan and
     will otherwise conform to the requirements of law.  An
     account origination fee and monthly maintenance fees
     which are deemed reasonable by the Committee may be
     deducted from account balances invested in Core Funds.

               (c)  Transfers to the Self-Directed Window.  A
     Member may transfer funds once during each business
     week into the Member's Self-Directed Window.  Such
     transfer will be effective as soon as administratively
     practicable in accordance with procedures established
     by the Committee.  Accounts from which funds may be
     transferred are: Compensation Deferral Contributions
     Accounts, Prior Plan Accounts and Rollover Contribution
     Accounts.  Initial transfers shall be not less than
     $1,000 and each transfer thereafter shall be not less
     than $100.  The Committee may prescribe such non-
     discriminatory restrictions to control fund transfers
     as may be necessary and proper to accommodate the
     administrative requirements of the Trust including (i)
     limits on concurrent transactions such as loans and
     withdrawals (ii)  controls to prevent losses due to
     market fluctuations and (iii) minimum balances in Trust
     Fund investments to provide security for expenses.

               (d)  Transfers of Funds From Self-Directed Window.
     A Member may make return transfers of not less than
     $100 to the Core Funds once during each business week.
     Such transfer will be effective as soon as
     administratively practicable in accordance with
     procedures established by the Committee.  The Committee
     may prescribe or approve such non-discriminatory
     regulations to control such transfers as may be
     necessary and proper to insure orderly administration
     of such transactions including rules applicable to (i)
     Member responsibility for the liquidation of
     investments to be transferred, (ii) the prevention of
     exposure to market risks during the transfer process,
     and (iii)  where applicable, liquidation of all or a
     portion of such account in connection with mandatory
     lump sum distributions or other actions to maintain
     Plan qualification or otherwise comply with applicable
     law.




                       ARTICLE IX

        Withdrawals and Loans During Employment

     9.1  Withdrawal Options.  In any twelve-month
period a Member may make one withdrawal from the Plan
that is not less than $500 or the combined total of all
of the eligible funds in the Member's Accounts from
which withdrawals may be made, provided, however, that,
if a Member maintains a Self-Directed Window and an
aggregate minimum balance of $1,000 must be maintained
in Core Funds that are eligible for transfer to the
Self-Directed Window.  Subject to the foregoing
eligible funds include:

               (a)  General Eligibility.  The entire balance
          in the Member's Employee Contributions Account,
          Rollover Contribution Account or Prior Plan
          Account, and

               (b)  Hardship Eligibility.  In the event of
          Hardship (as defined in Section 9.2) before age
          59-1/2, the sum of all contributions that have
          been credited to a Member's Compensation Deferral
          Contributions Account to date together with any
          Income allocable to such contributions as of
          December 31, 1988, provided, however, that no
          withdrawal of funds may be made from a Member's
          Compensation Deferral Contributions Account so
          long as Accounts other than such Compensation
          Deferral Contributions Account are invested in the
          Self-Directed Window.

               (c)  Age 59-1/2 Eligibility.  After a Member
          attains  age 59-1/2 the entire balance in the
          Member's Compensation Deferral Contributions
          Account and the vested portion of such Member's
          Employer Contributions Account.

     9.2  Hardship Withdrawals.

               (a)  Verification of Need.  Each request for a
     hardship withdrawal must be accompanied by a statement
     signed by the Member attesting that the financial need
     cannot be relieved,

                 (i)  Through reimbursement or compensation by
               insurance or otherwise,

                 (ii) By liquidation of the Member's assets
               (including those assets of the Member's
               spouse and minor children that are reasonably
               available to the Member) to the extent such
               liquidation will not itself cause immediate
               and heavy financial need,

                 (iii) By ceasing Compensation Deferral
               Contributions under the Plan, or

                 (iv) By other distributions or nontaxable (at
               the time of the loan) loans from any plan
               maintained by the Employer or any other
               employer, or by borrowing from commercial
               sources on reasonable commercial terms.

         The Committee shall be entitled to rely on the
     Member's statement of need without inquiry into the
     Member's financial circumstances.

               (b)  Determination of Hardship.  A withdrawal will
     be deemed to be a hardship withdrawal if made on
     account of:

                  (i)  Medical expenses incurred, or to be
               incurred, by the Member, the Member's spouse,
               or any dependent,

                  (ii) Purchase (excluding mortgage payments)
               of a principal residence for the Member,

                  (iii)  Payment of tuition for the next year,
               semester or quarter of post-secondary
               education for the Member, the Member's spouse
               or any dependent,

                  (iv) The need to prevent the eviction of the
               Member from the Member's principal residence
               or foreclosure on the mortgage of the
               Member's principal residence,

                  (v)  Such other immediate and heavy financial
               need as the Commissioner of Internal Revenue
               may from time to time publish by revenue
               rulings, notices and other documents of
              general applicability, or

                 (vi)  Any other immediate and heavy financial
               need as determined on the basis of all
               relevant facts and circumstances by the
               Committee in an objective and
               nondiscriminatory manner in accordance with
               the requirements of the Code and the
               applicable regulations and in accordance with
               the following standards and principles:

                          (A)  the need shall be due to an
                    extra-ordinary emergency,

                          (B)  the need shall be heavy,

                          (C)  the need shall be immediate,

                          (D)  the need shall be for reasons
                    of hardship as commonly understood such
                    as financial expenses and not for
                    entertainment or pleasure, and

                          (E)  the need shall not fail to
                    qualify as immediate and heavy merely
                    because such need was reasonably
                    foreseeable or voluntarily incurred.

     9.3  Values. All withdrawals, loans and
distributions shall be based on the values of Accounts
determined as of the close of the  business day on
which notice of the withdrawal was communicated to the
Committee or Recordkeeper.

     9.4  Payment of Withdrawals. Any amount withdrawn
under Section 9.1 shall be paid to a Member in a lump
sum in cash, as soon as practicable after the day as of
which the withdrawal election is effective provided,
however, that at the Member's request whole numbers of
Employer Securities contained in the Member's Account
may be distributed in kind.

     9.5  Loans.  A Member who is a "party in interest"
as defined in Section 3(14) of ERISA (a "Party in
Interest") may borrow for any purpose from the vested
value of his or her Compensation Deferral Contributions
Account, Prior Plan Account, Rollover Contribution
Account and Employee Contributions Account, to the
extent that such accounts are invested in Core Funds,
in increments of not less than $1,000, once in any
twelve-month period, an amount (inclusive of current
loans) of up to one half of the total of all of his or
her Accounts, but in any event not more than the lesser
of (a) $50,000 reduced by the excess (if any) of the
highest balance of existing loans during the preceding
12 months over the current loan or (b) the total vested
value of the accounts listed in clauses (i) through
(iv) in this paragraph provided, however, if a Member
maintains a Self-Directed Window, an aggregate minimum
balance of $1,000 must be maintained in Core Funds that
are eligible for transfer to the Self-Directed Window.
For record keeping purposes amounts that are borrowed
in accordance with the preceding formula shall be
deducted from a Member's accounts in the following
order:  (i) Compensation Deferral Contributions
Account, (ii) Prior Plan Account, (iii) Rollover
Contribution Account and (iv) Employee Contributions
Account.

     For the purposes of the foregoing, any outstanding
balance of an existing loan (including any Prior Loan)
shall be aggregated with any additional funds being
borrowed in order to calculate a Member's borrowing
limit.

     A Member may have outstanding at any one time two
general purpose loans, one of which may qualify as a
loan to acquire a primary residence, provided, however,
that any Prior Loan may remain outstanding in
accordance with its terms.

     A "Prior Loan" is a loan that was originated
before January 1, 1996.

     All loans shall be made pursuant to such other
procedures and terms as shall be adopted by the
Committee, subject to the following:

               (a)  A loan may remain outstanding so long
          as the borrower remains a Party in Interest and
          shall be repayable within five years from the date
          of borrowing upon such terms as may be determined
          by the Committee; provided, however, that any loan
          of more than $15,000 used to acquire the primary
          residence of a Member shall be repayable over a
          period of up to ten years.

          The Committee may in its absolute discretion grant
          such loan in accordance with such uniform and
          nondiscriminatory rules as it may from time to
          time establish.  Any such loan shall be made at a
          then prevailing commercial rate of interest for
          similar credits on such terms of repayment (in
          level payments not less frequent than monthly) and
          subject to such rules and restrictions as the
          Committee shall determine, provided that any such
          loans shall be available to all Members on a rea-
          sonably equivalent basis and that any loan may be
          repaid at any time without penalty.

          All Member loans shall be secured on a dollar for
          dollar basis by up to 50% of the balance of the
          Accounts from which the loan is made.  To the
          extent a loan is unpaid, it shall be deducted from
          the amount payable to such Member or such Member's
          beneficiary at the time of distribution of the
          Accounts from which the loan was made;

               (b)  In the event that a Member fails to
          repay a loan according to its terms and
          foreclosure occurs, the Plan may foreclose on the
          portion of the Member's Accounts for which a
          distributable event has occurred.  In the event of
          foreclosure, a distributable event shall be deemed
          to occur immediately following the next Valuation
          Date for any portion of an Account with respect to
          which the Member or the Member's Beneficiary would
          be permitted in accordance with Sections 9.1 or
          10.1 to elect an immediate distribution;

               (c)  The receivable representing the loan
          (and other loans to the same Member) will be
          accounted for by the Trustee as a separate
          earmarked investment solely for the individual
          account of the Member.  A Member's payments to the
          Trust of principal and interest on the loan shall
          be invested by the Trustee as elected by the
          Member in accordance with the Member's investment
          directions for future contributions in accordance
          with Section 8.2, as soon as reasonably practical;

               (d) A Participant may request a loan by using
          the Telephone Service to communicate such request
          directly to the Recordkeeper, and by filing such
          forms with, and providing such information to, the
          Recordkeeper as the Recordkeeper shall require.
          If a Member calls to request a loan, and the
          Member shall receive a check the loan terms will
          be effective as soon as administratively
          practicable in accordance with procedures
          established by the Committee;

               (e) No loan shall remain outstanding after a
          Member is no longer a Party in Interest.  If a
          Member who is no longer a Party in Interest elects
          under Section 10.7 not to file a claim for the
          commencement of benefits when the Member's
          employment is terminated, the balance of any
          outstanding loan must be repaid in full within
          sixty (60) days.

               (f) Loan Origination Fee.  From time to time
          the Committee may set a reasonable loan
          origination fee for each loan application.  Such
          fees shall be deducted from loan proceeds paid to
          loan applicants.




                       ARTICLE X

                      Distribution

     10.1 Amount of Distribution.  The vested value of
a Member's Accounts shall not be distributable to a
Member or the Member's Beneficiary, in accordance with
such Member's or Beneficiary's election, earlier than
upon separation from service, death, or Permanent
Disability.

Such amounts may also be distributed, at the
discretion of the Committee, upon:

            (a)  Termination of the Plan without the
      establishment of another defined contribution
      plan, other than an employee stock ownership
      plan (as defined in section 4975(e)(7) of the
      Code), a simplified employee pension plan (as
      defined in section 408(k)of the Code) or a
      SIMPLE IRA plan (as defined in Section 408(p)
      of the Code).

           (b)  The sale or other disposition by the Company
      to an unrelated corporation of substantially
      all of the assets (within the meaning of
      section 409(d)(2) of the Code) used in a
      trade or business of the Company if such
      corporation continues to maintain the Plan
      after the disposition, but only with respect
      to employees who continue employment with the
      corporation acquiring such assets.

           (c)  The sale or other disposition by the Company
      to an unrelated entity or individual of the
      Company's interest in a subsidiary (within
      the meaning of section 409(d)(3) of the Code)
      if the Company continues to maintain the
      Plan, but only with respect to employees who
      continue their employment with such
      subsidiary.

           (d)  The attainment of age 59 1/2.

           (e)  The hardship of the Member as described in
      Section 9.1(b) of the Plan.

     The vested value of the Member's Account shall be
determined in accordance with Article VII (Vesting of
Accounts) as of the close of the last business day
immediately preceding the day on which the distribution
is made.  In the case of the Member's Total and
Permanent disability the vested value of the Member's
account shall be determined as of the close of the
business day next following the date the Committee
determines that the Member has a Total and Permanent
Disability.  In any event, the vested value of a
Member's Account shall be determined no later than the
close of the last business day which immediately
precedes the Member's Required Beginning Date (or the
date which would have been the Member's Required
beginning Date had the Member survived).  Distributions
under the Plan to a Member's Beneficiary shall be
completed not more than five years after the Member's
death.

     10.2  Notice of Options and Normal Form of
Distribution.

              (a) Notice of Options.

                 (i)  No less than thirty (30) nor more
               than ninety (90) days prior to the date of
               any distribution hereunder the Recordkeeper
               shall provide the Member with a general
               description of the material features and an
               explanation of the relative values of the
               optional forms of benefits available under
               the Plan.

                 (ii)  If the distribution is one to
               which sections 401(a)(11) and 417 of the Code
               do apply such distributions may commence less
               than thirty (30) days after the notice
               required by Section 10.8 provided that:

                         (A)  The Recordkeeper clearly inform the
                    Member that the Member has a right to at
                    least 30 days to consider whether to waive
                    the Qualified Joint and Survivor Annuity
                    (permitted under the USI Plan) and consent to
                    a form of distribution other than a Qualified
                    Joint and Survivor Annuity.

                         (B)  the Member, after receiving the notice,
               affirmatively elects a distribution.

                 (iii)  If the distribution is one to which
          sections 401(a)(11) and 417 of the Code do apply such
          distributions may commence less than thirty (30) days
          after the notice required by Section 10.8 provided
          that:

                         (A)  The Recordkeeper clearly inform the
                    Member that the Member has a right to at least 30
                    days to consider whether to waive the Qualified
                    Joint and Survivor Annuity (permitted under the
                    USI Plan) and consent to a form of distribution
                    other than a Qualified Joint and Survivor Annuity.

                         (B)  Member is permitted to revoke an
                    affirmative distribution election at least until
                    the annuity starting date, or, if later, at any
                    time prior to the expiration of the 7-day period
                    that begins the day after the explanation of the
                    Qualified Joint and Survivor Annuity is provided
                    to the Member.

                         (C)  The annuity starting date is after the
                    date that the explanation of the Qualified Joint
                    and Survivor Annuity is provided to the Member.
                    However, the annuity starting date may be before
                    the date that any affirmative distribution
                    election is made by the Member and before the date
                    that the distribution is permitted to commence
                    under paragraph (D) of this section.

                         (D)  Distribution in accordance with the
                    affirmative election does not commence before the
                    expiration of the 7-day period that begins the day
                    after the explanation of the Qualified Joint and
                    Survivor Annuity is provided to the participant.

               (b) Normal Form of Distribution.  Unless
          otherwise elected in accordance with Section 10.3
          and subject to Section 10.7, distributions shall
          be made by the Trustee as soon as practicable
          after the Valuation Date next following the
          Member's (or the Member's Beneficiary's as the
          case may be) election by Telephone Service to
          receive a distribution of the vested value of such
          Member's Account, in a single sum in cash except
          that (i) at the Member's option Employer Securi-
          ties held in the Member's Account may be
          distributed in kind and (ii) in the discretion of
          the Committee, a note with respect to a
          Participant's loan from such Member's Compensation
          Deferral Account may be distributed in kind.

               (c)  USI Chemicals Co. Inc. Savings Plan (the
          "USI Plan") Grandfathered Distribution Options.
          Notwithstanding Section 10.2 (b), above, a Member
          who, prior to April 1, 1988, was a participant in
          the USI Plan may elect, in accordance with
          procedures prescribed by the Committee which shall
          be substantially similar to those under the USI
          Plan to have his or her Vested Portion applied to
          the purchase of a nonforfeitable fixed annuity,
          provided that if the annuity form selected by such
          Member is not a joint and survivor annuity with
          the Member's spouse as the Beneficiary, the value
          of the benefit payable to the Member under the
          annuity shall never be less than 51% of the total
          value of the benefits payable under the annuity to
          the Member and his or her beneficiary.  If the
          Member is married on the annuity starting date,
          and if he or she has not elected otherwise, the
          benefit shall be in the form of a joint and
          survivor annuity providing for a pension payable
          to the Member during his or her life and after his
          or her death a pension at the rate of one half of
          the pension paid to the Member payable during the
          life of, and to the spouse to whom he or she was
          married on the annuity starting date.  Any such
          Member described in this paragraph (a) may elect
          during the 90 day period preceding the annuity
          starting date, not to take the joint and survivor
          annuity and to take instead another form of
          annuity.  Elections under this paragraph (c) shall
          be in writing and shall be subject to receipt by
          the Committee of spousal consent to the election.
          The Committee shall furnish each such Member with
          a written explanation of the joint and survivor
          annuity in accordance with applicable law within a
          reasonable time prior to the beginning of the
          election period.  A Member may revoke his or her
          election and make a new election from time to time
          and at any time during the aforesaid election
          period.

               (d) Notwithstanding any provision of
          this Plan to the contrary, to the extent that
          any optional form of benefit under this Plan
          permits a distribution prior to the
          Employee's retirement, death, disability, or
          severance from Employment, and prior to plan
          termination, the optional form of benefit is
          not available with respect to benefits
          attributable to assets (including the post-
          transfer earnings thereon) and liabilities
          that are transferred, within the meaning of
          section 414(1) of the internal Revenue Code,
          to this Plan from a money purchase pension
          plan qualified under section 401(a) of the
          Internal Revenue Code (other than any portion
          of those assets and liabilities attributable
          to voluntary employee contributions)

     10.3  Alternate Form of Distribution. A Member
(but not a member's beneficiary) may request from the
Recordkeeper by Telephone Service to have the value of
his or her Accounts distributed in a manner other than
in accordance with Section 10.2.  For any portion of a
Member's benefits accrued under either of the SCM
Glidco RSIP or the SCM Chemicals RSIP before May 1,
1995 such alternate form of payment may be an annuity
contract.  Using Telephone Service, any Member may also
request from the Recordkeeper periodic installments of
all benefits commencing at such time as the Member
shall elect in accordance with the Plan payable over a
fixed period not to exceed the lesser of ten years or
the life expectancy of the Member at the time payments
commence.  If a Member requests, payments of
installment distributions shall begin as soon as
administratively practicable in accordance with
procedures established by the Committee. Payment of any
interest in the Company Stock Fund in a Member's
Accounts, if any, to which the Member has a
nonforfeitable interest may be made in cash solely for
the purpose of effecting such alternate form of
distribution.

     If the form of distribution for benefits accrued
under the SCM Glidco RSIP or the SCM Chemicals RSIP
prior to May 1, 1995 is to be an annuity contract, it
may be in such form and with such provisions as the
Member may elect which are available for purchase from
an insurance company including, but not limited to, a
full cash refund life annuity, an annuity with income
for life or an annuity with income for a period certain
(payable at least annually).  Such distribution is to
be provided through the purchase from an insurance
company of a nontransferable annuity contract; provided
the benefit under such annuity contract cannot be paid
to anyone other than the Member prior to the Member's
death, and if a joint and survivor annuity is provided,
unless such joint annuitant shall be the Member's
spouse, the actuarial value of the Member's benefits,
as of the date benefit payments commence, shall be more
than 50 percent (50%) of the Member's vested accounts.

               (a)  Limitation on Member Elections.
          Notwithstanding any elections made by the Member,
          benefit payments shall be made over a period not
          in excess of the life of the Member or the lives
          of the Member and Member's Beneficiary or the
          Member's life expectancy or the joint and last
          survivor life expectancy of the Member and the
          Member's Beneficiary.  In the event the annuity
          benefits have commenced to be paid to a Member
          before the Member's death the remaining interest
          will be distributed at least as rapidly as under
          the election made by the Member prior to the date
          of death.

               (b)  Qualified Joint and Survivor Annuities.
          Notwithstanding the foregoing provisions of this
          Section, 10.3, in the case of a Member who has
          elected to receive an annuity form of benefit,
          distribution shall be in the form of a Qualified
          Joint and Survivor Annuity, unless the Member with
          the Member's spouse's consent as provided in
          Section 10.8 elects to receive a different form of
          annuity.  The term "Qualified Joint and Survivor
          Annuity" means an annuity payable to the Member
          for life and, if the Member's spouse survives the
          Member, a survivor annuity payable to the spouse
          for life in an amount equal to 50 percent (50%) of
          the annuity payable to the Member.  If the Member
          who has elected to receive an annuity form of
          benefit is not married, subject to Section 10.6
          (Qualified Domestic Relations Order), the annuity
          shall be paid in the form of a single life annuity
          unless the Member waives the single life annuity.
          The amount of benefits payable under a Qualified
          Joint and Survivor Annuity shall be the amount
          which can be purchased from an insurance company
          with the Member's Accounts.

               (c)  A Member who elects to receive benefits
          in the form of a life annuity and to whom benefits
          would be payable in the form of a Qualified Joint
          and Survivor Annuity pursuant to this Section 10.3
          shall have the right to waive a Qualified Joint
          and Survivor Annuity (such waiver shall be
          consented to by the Member's spouse in writing in
          accordance with Section 10.8 by delivering written
          notice to the Committee, at any time with the 90-
          day period prior to the annuity starting date, to
          receive a different form of an annuity).

          If a Member to whom benefits would be payable in
          the form of a Qualified Joint and Survivor Annuity
          elects to receive benefits in the form of an
          annuity the Committee shall not less than thirty
          (30) nor more than ninety (90) days before the
          annuity starting date provide the Member, by
          personal delivery or first class mail, with a
          written explanation of:

                    (i)  the terms and conditions of the
               Qualified Joint and Survivor Annuity;

                    (ii) the Member's rights to make, and the
               effect of, an election to waive the Qualified
               Joint and Survivor Annuity;

                    (iii) the rights of the Member's spouse to
               consent to the Member's election to waive the
               Qualified Joint and Survivor Annuity and the
               effect of consenting to such waiver; and

                    (iv) the Member's right to make, and the
               effect of, a revocation of an election to
               waive the Qualified Joint and Survivor
               Annuity.

          Any election made by a Member pursuant to
          Sections 10.3(b) and 10.3(c) may be revoked
          by such Member by delivering written notice
          to the Committee at any time prior to the
          Member's annuity starting date and, once
          revoked, may be made again at any time by
          delivering written notice to the Committee
          prior to the Member's annuity starting date.


     Distributions will be made in accordance with the
requirements of the regulations under Code Section
401(a)(9), including the minimum distribution
incidental benefit requirements of Proposed Regulations
Section 1.401(a)(9)-2.  Such minimum distribution
requirements shall supersede any distribution options
in the Plan that are inconsistent therewith.

     10.4  Identity of Payee.  The determination of the
Committee as to the identity of the proper payee of any
benefit under the Plan and the amount of such benefit
properly payable shall be conclusive, and payment in
accordance with such determination shall constitute a
complete discharge of all obligations on account of
such benefit.

     10.5  Non-alienation of Benefits.

               (a)  No benefit payable at any time under this
     Plan shall be subject in any manner to alienation,
     sale, transfer, assignment, pledge, attachment, or
     other legal processes, or encumbrance of any kind.  Any
     attempt to alienate, sell, transfer, assign pledge or
     otherwise encumber any such benefits, whether currently
     or thereafter payable, shall be void.  No benefit, nor
     any fund which may be established for the payment of
     such benefits, shall, in any manner, be liable for or
     subject to the debts or liabilities of any person
     entitled to such benefits.  If any person shall attempt
     to, or shall alienate, sell, transfer, assign, pledge
     or otherwise encumber benefits to which such person may
     become entitled under this Plan, or if by reason of
     such person's bankruptcy or other event happening at
     any time, such benefits would devolve upon any other
     person or would not be enjoyed by the person entitled
     thereto under the Plan, then the Committee, in its
     discretion, may terminate the interest in any such
     benefits of the person entitled thereto under the
     Plan and hold or apply them to or for the benefit
     of such person entitled thereto under the Plan or such
     person's spouse, children or other dependents, or any
     of them, in such manner as the Committee may deem
     proper.

               (b)  Notwithstanding Section 10.5(a), the Trustee

                    (i)  shall comply with an order entered on or
               after January 1, 1985, determined by the Committee
               to be a Qualified Domestic Relations Order,

                    (ii)  may treat an order entered before January 1,
               1985, as a Qualified Domestic Relations Order even
               if it does not meet the requirements of Code
               Section 414(p), and

                    (iii)  shall comply with a Federal tax levy made
               pursuant to Code Section 6331 and with collection
               proceedings by the United States on a judgment
               resulting from an unpaid tax assessment.


     10.6  Qualified Domestic Relations Order.

               (a)  The Plan shall comply with the provisions of
     Code Section 414(p) relating to qualified domestic
     relations orders and all regulations pertaining
     thereto.

               (b)  An alternate payee's interest in the Plan
     will be distributed in the form of a single sum as soon
     as practicable after a proposed order is determined to
     be a qualified domestic relations order.

     10.7  Commencement of Benefits.  Unless a Member
elects otherwise, the payment of benefits under the
Plan shall begin not later than the 60th day after the
latest of the close of the Plan Year in which:

            (a)  the Member attains age 65;

            (b)  the 10th anniversary of the date the
         Member's  participation in the Plan occurs:

            (c)  the Member's employment with the Company
      or an Affiliate is terminated;

provided that no benefits shall be distributed unless
the Member has filed a claim for benefits until the
Valuation Date immediately preceding the Required
Beginning Date and further provided that all benefits
shall be distributed to the Member not later than the
Member's Required Beginning Date.

     10.8  Spousal Consent.  A valid spousal consent to
the Member's naming of a Beneficiary other than the
Member's spouse or to the Member's waiver of a
Qualified Joint and Survivor Annuity (permitted under
the USI Plan) shall be designated:

         (a)  in a writing acknowledging the
     effect of the consent;

         (b)  witnessed by a notary public; and

         (c)  effective only for the spouse who
     exercises the consent;

provided that, notwithstanding the provisions of this
Article X, the consent of a Member's spouse shall not
be required if it is established to the satisfaction of
the Plan Administrator that such consent may not be
obtained because there is no spouse, because the spouse
cannot be located or because of such other
circumstances as the Secretary of the Treasury may by
regulations prescribe.

     10.9  Payments Without Election.  Notwithstanding
any other provision of this Article X, if a Member or a
Beneficiary is entitled to a distribution and (1) if
the vested value of a Member's Account or the vested
value of the Beneficiary's share of the Member's
Account before benefits are paid or commence to be paid
hereunder does not exceed (and at the time of any
previous distribution did not exceed) $5,000, or (2)
the Member is no longer an Employee and has reached 69-
1/2 years of age (or the Member's Beneficiary has
reached 69-1/2 years of age if the Member has died),
the Committee may in accordance with uniform and
nondiscriminatory rules direct the immediate
distribution of such benefit to the person entitled
thereto regardless of any election or consent of the
Member, the Member's spouse or other Beneficiary.
Additionally, if a Member who has reached 70-1/2 years
of age is an Employee, the Committee may direct that
required annual minimum distributions be made in
accordance with Code Section 401(a)(9) and the
regulations thereunder.

     10.10  Trustee to Trustee Transfers.

               (a)  A Member who receives an Eligible Rollover
     Distribution may elect, by using Telephone Service, to
     have such distribution paid directly to an Eligible
     Retirement Plan by specifying to the Recordkeeper the
     Eligible Retirement Plan to which such distribution is
     to be paid in a direct trustee to trustee transfer
     pursuant to such uniform rules as to the form and time
     of transfer as the Committee shall prescribe.

               (b)     (i)  "Eligible Rollover Distribution."  An
          Eligible Rollover Distribution is any distribution of
          all or a portion of the balance to the credit of the
          Member distributee, except that an Eligible Rollover
          Distribution does not include: any distribution that is
          one of a series of substantially equal periodic
          payments (not less frequently than annually) made for
          the life (or life expectancy) of the Member distributee
          or the joint lives (or joint life expectancies) of the
          Member distributee and the Member's designated
          beneficiary, or for a specified period of ten years or
          more; any distribution to the extent such distribution
          is required under section 401(a)(9) of the Code; and
          the portion of any distribution that is not includible
          in gross income ( determined without regard to the
          exclusion for net unrealized appreciation with respect
          to Employer Securities).

               (b)     (ii)  "Eligible Retirement Plan."  An Eligible
          Retirement Plan is an individual retirement account
          described in section 408(a) of the Code, an individual
          retirement annuity described in section 408(b) of the
          Code, an annuity plan described in section 403(a) of
          the Code, or a qualified trust described in section
          401(a) of the Code, that accepts the Member
          distributee's Eligible Rollover Distribution.  However,
          in the case of an Eligible Rollover Distribution to the
          surviving spouse of a Member, an Eligible Retirement
          Plan is an individual retirement account or an
          individual retirement annuity.




                       ARTICLE XI

               Administration of the Plan

     11.1  Plan Administrator.  The Committee shall be
the Plan Administrator:

               (a)  The Committee shall administer, enforce and
     interpret the Plan and the trust agreement established
     hereunder and shall have the powers necessary thereto,
     including but not by way of limitation the powers to
     exercise its responsibilities in accordance with
     Sections 1.3 (Appropriate Notice), 1.9 (Compensation),
     1.20 (Enrollment Date), 1.29 (Leave of Absence), 1.42
     (Total and Permanent Disability), Article II
     (Eligibility and Membership) 3.1 (Compensation Deferral
     Contributions), 3.2 (Changes and Suspension of
     Contributions), 4.1 (Limitations), 6.1 (Maintenance of
     Accounts), 6.2 (Valuations), Article VIII  (Investment
     of Accounts), Article IX (Withdrawals and Loans During
     Employment), 12.6 (Disbursement of Funds), Article XIV
     (Miscellaneous), and the remainder of this Article XI,
     and

               (b)  Authority to hold the funds of the Plan shall
     be  delegated to the Trustee in accordance with Section
     12.2 (Trustee), and

               (c)  Authority to direct the investment of the
     Plan's funds shall be delegated to an Investment
     Manager in accordance with Section 12.3 (Investment
     Manager).

     With respect to all other responsibilities of the
Plan Administrator the Committee shall act through its
duly authorized officers and agents.

     11.2  Board of Directors.  With respect to
Sections 5.1 (Amount of Employer Matching
Contributions), 11.8 (Personal Liability), 13.1 (Right
to Amend) and 13.2 (Suspension or Termination) the
Employer shall act only by resolution, or pursuant to
an enabling resolution of the Board of Directors.

     11.3  Appointment of the Committee.  The Committee
shall be the Benefits Administration Committee
appointed by the Board of Directors.

     11.4  Compensation, Expenses.  All proper expenses
required for the administration of the Plan incurred by
the Committee, the Employer, an Investment Manager or
the Trustee for accounting, legal and other
professional, consulting or technical services,
including fees and expenses of a recordkeeper, the
Trustee or any Investment Manager shall be paid by the
Trust.

     11.5  Committee Actions, Agents.  The Committee
may appoint such agents, who need not be members of the
Committee, as it may deem necessary for the effective
performance of its duties and may delegate to such
agents such powers and duties as the Committee may deem
expedient or appropriate.

     Any action of the Committee, including but not by
way of limitation, instructions to the Trustee, shall
be evidenced by the signature of a member who has been
so authorized by the Committee to sign for it, and the
Trustee shall be fully protected in acting thereon.  A
certificate of the secretary or an assistant secretary
of the Committee setting forth the name of the members
thereof shall be sufficient evidence at all times as to
the persons then constituting the Committee.

     11.6  Committee Meetings.  The Committee shall
hold meetings upon such notice, at such time and place
as they may determine.  The Committee shall act by a
majority of its members at the time in office and such
action may be taken from time to time by a vote at a
meeting or in writing without a meeting.  A majority of
the members of the Committee at the time in office
shall constitute a quorum for the transaction of
business.

     11.7  Authority and Duties of the Committee.  The
Committee may from time to time establish rules for the
administration of the Plan.  The Committee shall have
the exclusive right to interpret the Plan and to decide
any matters arising thereunder in connection with the
administration of the Plan.  It shall endeavor to act
by general rules so as not to discriminate in favor of
any person.  Its decisions and the records of the
Committee shall be conclusive and binding upon the
Employer, Members and all other persons having an
interest under the Plan.  No member of the Committee
shall be disqualified from exercising the powers and
discretion herein conferred by reason of the fact that
the exercise of any such power or discretion may affect
the payment of benefits to such member under the Plan;
however, no member may vote on a matter relating
exclusively to such member.  To the extent that it is
administratively feasible, the period of notice
required for Members' elections to commence, change or
suspend contributions hereunder or to make or change
investment elections for either future contributions or
existing accounts may be relaxed, reduced or eliminated
by the Committee in accordance with uniform and non-
discriminatory rules.

     The Committee shall keep or cause to be kept all
records and other data as may be necessary for the
administration of the Plan.

     11.8  Personal Liability.  To the extent not
contrary to the provisions of ERISA, no member of the
Committee, officer, director or employee of an Employer
shall be personally liable for acts done in good faith
hereunder unless resulting from such member's own
negligence or willful misconduct.  Each such member of
the Committee, officer and director shall be
indemnified by the Employer against expenses reasonably
incurred by such member in connection with any action
to which he may be a party by reason of such member's
responsibilities hereunder, except in relation to
matters as to which such member shall be adjudged in
such action to be liable for negligence or misconduct
in the performance of such member's duty.  However,
nothing in this Plan shall be deemed to relieve any
person who is a fiduciary under the Plan for purposes
of ERISA from any responsibility or liability which
such Act shall impose upon such member.

     11.9  Dealings Between Committee and Individual
Members.  Any notice required to be given to, or any
document required to be filed with, the Committee will
be properly given or filed if mailed by registered or
certified mail, postage prepaid, or delivered to the
Chairman of the Benefits Administration Committee, c/o
Millennium Chemicals Inc., 230 Half Mile Road, P.O. Box
7015, Red Bank, NJ 07701, or delivered as the Committee
may hereafter from time to time prescribe.

     The Committee shall make available to such Member
for examination, such of its records as pertain to the
benefits to which such Member shall be entitled under
the Plan.

     11.10  Information To Be Supplied by the Employer.
The Employer shall provide the Committee or its
delegate with such information as it shall from time to
time need in the discharge of its duties.

     11.11  Records.  The regularly kept records of the
Committee and the Employer shall be conclusive evidence
of the Credited Service and Service of an Employee, the
Employee's Compensation, age, marital status, status as
an Employee, and all other matters contained therein
applicable to this Plan; provided that an Employee may
request a correction in the record of age or any other
disputed fact at any time prior to retirement.  Such
correction shall be made if within 90 days after such
request the Employee furnishes the Committee in support
thereof documentary proof of age or the other disputed
fact satisfactory to the Committee.

     11.12  Fiduciary Capacity.  Any person or group of
persons may serve in more than one fiduciary capacity
with respect to the Plan.

     11.13  Fiduciary Responsibility.  If a Plan
fiduciary acts in accordance with ERISA, Title I,
Subtitle B, Part 4,

               (a)  in determining that a Member's spouse has
     consented to the naming of a Beneficiary other than the
     spouse or that the consent of the Member's spouse may
     not be obtained because there is no spouse, the spouse
     cannot be located or other circumstances prescribed by
     the Secretary of the Treasury by regulations, then to
     the extent of payments made pursuant to such consent,
     revocation or determination, the Plan and its
     fiduciaries shall have no further liability; or

               (b)  in treating a domestic relations order as
     being (or not being) a Qualified Domestic Relations
     Order, or, during any period in which the issue of
     whether a domestic relations order is a Qualified
     Domestic Relations Order is being determined (by the
     Committee, by a court of competent jurisdiction, or
     otherwise), in separately accounting for the amounts
     which would have been payable to the alternate payee
     during such period if the order had been determined to
     be a Qualified Domestic Relations Order, in paying the
     amounts separately accounted for to the person entitled
     thereto if within 18 months the domestic relations
     order (or a modification thereof) is determined to be a
     Qualified Domestic Relations Order, in paying such
     amounts to the person entitled thereto if there had
     been no order if within 18 months the domestic
     relations order is determined not to be qualified or if
     the issue is not resolved within 18 months and in
     prospectively applying a domestic relations order which
     is determined to be qualified after the close of the
     18-month period, then the obligation of the Plan and
     its fiduciaries to the Member and each alternate payee
     shall be discharged to the extent of any payment made
     pursuant to such acts.

     11.14  Claim Procedure.

               (a)  Each Member or Beneficiary ("Claimant") may
     submit  an application for benefits ("Claims") to the
     Committee or to such other person as may be designated
     by the Committee in writing in such form as is provided
     or approved by the Committee.  A Claimant shall have no
     right to seek review of a denial of benefits, or to
     bring any action in any court to enforce a Claim prior
     to filing a Claim and exhausting all rights to review
     in accordance with this Section.

          When a Claim has been filed properly, such Claim
     shall be evaluated and the Claimant shall be notified
     of the approval or the denial of the Claim within
     ninety (90) days after the receipt of such Claim unless
     special circumstances require an extension of time for
     processing the claim.  If such an extension of time for
     processing is required, written notice of the extension
     shall be furnished to the Claimant prior to the
     termination of the initial ninety (90) day period,
     which notice shall specify the special circumstances
     requiring an extension and the date by which a final
     decision will be reached (which date shall not be later
     than one hundred and eighty (180) days after the date
     on which the Claim was filed).  A Claimant shall be
     given a written notice in which the Claimant shall be
     advised as to whether the Claim is granted or denied,
     in whole or in part.  If a Claim is denied, in whole or
     in part, the notice shall contain (1) the specific
     reasons for the denial, (2) references to pertinent
     Plan provisions upon which the denial is based, (3) a
     description of any additional material or information
     necessary to perfect the Claim and an explanation of
     why such material or information is necessary, and (4)
     the Claimant's rights to seek review of the denial.

               (b)  If a Claim is denied, in whole or in part,
     the Claimant shall have the right to (i) request that
     the Committee (or such other person as shall be
     designated in writing by the Committee) review the
     denial, (ii) review pertinent documents, and (iii)
     submit issues and comments in writing, provided that
     the Claimant files a written request for review with
     the Committee within sixty (60) days after the date on
     which the Claimant received written notification of the
     denial.  Within sixty (60) days after a request for
     review is received, the review shall be made and the
     Claimant shall be advised in writing of the decision on
     review, unless special circumstances require an
     extension of time for processing the review, in which
     case the Claimant shall be given a written notification
     within such initial sixty (60) day period specifying
     the reasons for the extension and when such reviews
     shall be completed within one hundred and twenty (120)
     days after the date on which the request for review was
     filed.  The decision on review shall be forwarded to
     the Claimant in writing and shall include specific rea-
     sons for the decision and references to Plan provisions
     upon which the decision is based.  A decision on review
     shall be final and binding on all persons for all
     purposes.  If a Claimant shall fail to file a request
     for review in accordance with the procedures herein
     outlined, such Claimant shall have no rights to review
     and shall have no right to bring action in any court
     and the denial of the Claim shall become final and
     binding on all persons for all purposes.




                      ARTICLE XII

              Operation of the Trust Fund

     12.1  Trust Fund.  All assets of the Plan shall be
held in trust as a Trust Fund for the exclusive benefit
of Members and their Beneficiaries, and no part of the
corpus or income shall be used for or diverted to any
other purpose.  No person shall have any interest in or
right to any part of the Trust Fund, except to the
extent provided in the Plan.

     12.2  Trustee.  All contributions to the Plan
shall be paid to a Trustee or Trustees which shall be
appointed from time to time by the Company by
appropriate instrument with such powers in the Trustee
as to control and disbursement of the funds as the
Company shall approve and as shall be in accordance
with the Plan.  The Company may remove any Trustee at
any time, upon reasonable notice and upon such removal
or upon the resignation of any Trustee the Company
shall designate a successor Trustee.

     12.3  Investment Manager.  In accordance with the
terms of the trust agreement, the Committee may appoint
one or more Investment Managers (individuals and/or
other entities), who may include the Trustee and who
are collectively referred to herein as the Investment
Manager, to direct the investment and reinvestment of
part or all of the Plan's funds that are not invested
in Employer Securities.  The Company may change the
appointment of the Investment Manager from time to
time.

     12.4  Purchase and Holding of Securities.  As soon
as convenient after receiving contributions, the
Trustee shall:

             (a)  in the case of contributions which are to be
         invested  in any of the Core Funds purchase
      securities for such Funds as the Trustee
      deems advisable and register such stock and
      securities in the name of the Trustee or its
      nominee;

              (b)  (i)  in the case of cash contributions which
              are to be invested in Employer
            Securities purchase Employer Securities
            in the open market and register and hold
            such securities in the name of the
            Trustee or its nominee;

                     (ii) in the case of contributions of
                Employer Securities in kind register and
            hold such securities in the name of the
            Trustee or its nominee, and

            (c)  in the case of contributions which are to be
         invested in the Stable Value Fund, or any
      similar fund, purchase group annuity
      contracts or make other investment
      arrangements that in the aggregate provide a
      stable rate of return.

     12.5  Voting of Employer Securities.  For
shareholders' meetings Members shall be furnished
proxy0 material and a form for instructing the Trustee
how to vote the Employer Securities represented by
units credited to their Accounts, and the Trustee shall
vote or otherwise exercise shareholder rights with
respect to such Employer Securities as instructed.  The
Trustee shall hold such instructions in confidence and
shall not divulge them to anyone, including, but not
limited to, the Employer, its officers or employees.

      Shares for which no instructions are received
shall be voted by the Trustee in the same proportion as
those shares for which instructions have been received.
With respect to the exercise of shareholder's rights to
sell or retain the Employer Securities represented by
units credited to a Member's Accounts in extraordinary
instances involving an unusual price and terms and
conditions for such securities such as a tender offer,
the Trustee shall act in accordance with the
Committee's instructions.

     12.6  Disbursement of Funds.  The funds held by
the Trustee shall be applied, in the manner determined
by the Committee, to the payment of benefits to such
persons as are entitled thereto in accordance with the
Plan.

     The Committee shall determine the manner in which
the funds of the Plan shall be disbursed in accordance
with the Plan, including the form of voucher or warrant
to be used in authorizing disbursements and the
qualification of persons authorized to approve and sign
the same and any other matters incident to the
disbursement of such funds.

     12.7  Exclusive Benefit of Members.  All
contributions under the Plan shall be paid to the
Trustee and deposited in the Trust Fund and shall be
held, managed and distributed solely in the interest of
the Members and beneficiaries for the exclusive purpose
of (1) providing benefits to Members and beneficiaries
and (2) defraying reasonable administrative expenses of
the Plan and the Trust, to the extent such expenses are
not paid by the Company or an Affiliate provided that:

               (a)  if, and to the extent, a deduction for a
     contribution under Section 404 of the Code is
     disallowed, contributions conditioned upon
     deductibility shall be returned to the Company or an
     Affiliate within one year after the disallowance of the
     deduction; and

               (b)  if, and to the extent, a contribution is made
     through a good faith mistake of fact, such contribution
     shall be returned to the Company or an Affiliate within
     one year of the payment of the contribution.



                      ARTICLE XIII

           Amendment, Termination and Merger

     13.1  Right to Amend.  The Company reserves the
right at any time, and from time to time, to modify or
amend in whole or in part the provisions of the Plan,
but no such amendment shall divest any Member of any
amount previously credited to a Member's Accounts or,
except to the extent permitted by the Secretary of the
Treasury by regulation, shall eliminate with respect to
a Member's Account balance at the time of such
amendment an optional form of benefit, and further
provided that no part of the assets of the Trust Fund
shall, by reason of any modification or amendment, be
used for or diverted to, purposes other than for the
exclusive benefit of Members and their Beneficiaries,
under the Plan.

     13.2  Suspension or Termination.  The Employer may
at any time suspend Employer Matching Contributions and
Compensation Deferral Contributions in whole or in
part.  The suspension of Employer Matching
Contributions and Compensation Deferral Contributions
shall not in itself constitute a termination of the
Plan.  The Employer may at any time terminate or
discontinue the Plan by filing with the Committee a
certified copy of the resolution of its board of
directors authorizing the termination or discontinu-
ance.

     If the Plan is terminated, no further
contributions shall be made by the Employer and the
Account of each Member shall be applied for the
Member's (or the Member's Beneficiary's) benefit either
by payment in cash or in kind, or by the continuation
of the Trust Fund in accordance with the trust
instrument and the provisions of the Plan as though the
Plan were otherwise in full force and effect.

     13.3  Merger, Consolidation or Transfer.  In the
case of any merger, or consolidation with, or transfer
of assets or liabilities to any other plan, each Member
in the Plan would (if the Plan then terminated) receive
a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the
benefit such Member would have been entitled to receive
immediately before the merger consolidation, or
transfer (if the Plan had then terminated).




                      ARTICLE XIV

                     Miscellaneous

     14.1  Uniform Administration.  Whenever, in the
administration of the Plan, any action is required by
the Company, the Employer or the Committee, including,
but not by way of limitation, action with respect to
eligibility or classification of employees, contribu-

tions or benefits, such action shall be uniform in
nature as applied to all persons similarly situated and
no such action shall be taken which will discriminate
in favor of Members who are officers or significant
shareholders of the Employer or persons whose principal
duties consist of supervising the work of other
employees or highly compensated Members.

     14.2  Payment Due an Incompetent.  If the
Committee determines that any person to whom a payment
is due hereunder is incompetent by reason of physical
or mental disability, the Committee shall have power to
cause the payments becoming due to such person to be
made to another for the benefit of the incompetent,
without responsibility of the Committee or the Trustee
to see to the application of such payment.  Payments
made in accordance with such power shall operate as a
complete discharge of all obligations on account of
such payment of the Committee, the Trustee and the
Trust Fund.

     14.3  Source of Payments.  All benefits under the
Plan shall be paid or provided solely from the Trust
Fund and the Employer assumes no liability or
responsibility therefor, except to the extent required
by law.

     14.4  Plan Not a Contract of Employment.  Nothing
herein contained shall be deemed to give any Eligible
Employee or Member the right to be retained in the
employ of the Employer or to interfere with the right
of the Employer to discharge any Eligible Employee or
Member at any time.

     14.5  Applicable Law.  Except to the extent
governed by Federal law the Plan shall be administered
and interpreted in accordance with the laws of the
State of New York.

     14.6  Unclaimed Amounts.  It shall be the duty and
responsibility of a Member or a Beneficiary to keep the
Committee apprized of such Member's whereabouts and of
such Member's current mailing address.  Unclaimed
amounts shall consist of the amounts of the Accounts of
a retired, deceased or terminated Member which cannot
be distributed because of the Committee's inability,
after a reasonable search, to locate a Member or a
Member's Beneficiary within a period of two (2) years
after the payment of benefits becomes due.  Unclaimed
amounts for a Plan Year shall be forfeitures for the
Plan Year in which such two-year period shall end.
Such forfeitures shall be treated as provided in
Section 5.2.

     If an unclaimed amount is subsequently properly
claimed by the Member or the Member's Beneficiary
("Reclaimed Amount") and unless an Employer in its
discretion makes a contribution to the Plan for such
year in an amount sufficient to pay such Reclaimed
Amount to the extent that the Reclaimed Amount
originated as an unclaimed amount, it shall be charged
against forfeitures for the Plan Year and, to the
extent such forfeitures are not sufficient, shall be
treated as an expense of the Trust Fund.




                       ARTICLE XV

                  Top Heavy Provisions

     15.1  Application.  The definitions in Section
15.2 shall apply under this Article XV and the special
rules in Section 15.3 shall apply in accordance with
Code Section 416, notwithstanding any other provisions
of the Plan, for any Plan Year in which the Plan is a
Top Heavy Plan and for such other Plan Years as may be
specified herein. This Article XV shall have no effect
on the amount of or eligibility for benefits under the
Plan of a Member unless and until the Plan becomes a
Top Heavy Plan.

     15.2  Special Top Heavy Definitions.  The
following special definitions shall apply under this
Article XV.

           (a)  "Aggregate Employer Matching
      Contributions" means the sum of all Employer
      Matching Contributions including amounts con-
      tributed as a result of a salary reduction
      agreement and forfeitures under this Plan
      allocated for a Member to the Plan and employer
      contributions and forfeitures allocated for the
      Member to all Related Defined Contribution Plans
      in the Aggregation Group; provided, however, that
      for Plan Years beginning before January 1, 1985,
      Compensation Reduction Contributions under this
      Plan and employer contributions attributable to
      compensation reduction or similar arrangement
      under Related Defined Contribution Plans shall not
      be included in Aggregate Employer Matching
      Contributions.

          (b)  "Aggregation Group" means the group of
     plans in a Mandatory Aggregation Group, if any, that
     includes the Plan, unless inclusion of Related Plans in
     the Permissive Aggregation Group in the Aggregation
     Group would prevent the Plan from being a Top Heavy
     Plan, in which case "Aggregation Group" means the group
     of plans consisting of the Plan and each other Related
     Plan in a Permissive Aggregation Group with the Plan.

                  (i)  "Mandatory Aggregation Group" means
               each plan (considering the Plan and Related
               Plans) that, during the Plan Year that
               contains the Determination Date or any of the
               four preceding Plan Years,

                        (A) had a Member who was a Key
                    Employee, or

                        (B) was necessary to be considered
                    with a plan in which a Key Employee
                    participated in order to enable the plan
                    in which the Key Employee participated
                    to meet the requirements of Section
                    401(a)(4) and Section 410 of the
                    Internal Revenue Code.

          If the Plan is not described in (A) or
          (B) above, it shall not be part of a
          Mandatory Aggregation Group.

                 (ii)  "Permissive Aggregation Group"
          means the group of plans consisting of (A)
          the plans, if any, in a Mandatory Aggregation
          Group with the Plan, and (B) any other
          Related Plan, that when considered as a part
          of the Aggregation Group,  does not cause the
          Aggregation Group to fail to satisfy the
          requirements of Section 401(a) and Section
          410 of the Code.  A Related Plan in (B) of
          the preceding sentence may include a
          simplified employee pension plan, as defined
          in Code Section  408(k), and a collectively
          bargained plan, if when considered as a part
          of the Aggregation Group such plan does not
          cause the Aggregation Group to fail to
          satisfy the requirements of Section 401(a)(4)
          and Section 410 of the Code considering, if
          the plan is a multi-employer plan as
          described in Code Section 414(f) or a
          multiple employer plan as described in Code
          Section 413(c), benefits under the plan only
          to the extent provided to employees of the
          employer because of service with the
          employer, and, if the plan is a simplified
          employee pension plan, only the employer's
          contribution to the plan.

          (c)  "Determination Date" means, with respect
      to a Plan Year, the last day of the preceding Plan
      Year or, in the case of the first Plan Year, the
      last day of such Plan Year.  If the Plan is
      aggregated with other plans in the Aggregation
      Group, the Determination Date for each other plan
      shall be, with respect to any Plan Year, the
      Determination Date for each such other plan which
      falls in the same calendar year as the
      Determination Date for the Plan.

           (d)  "Key employee" Any Employee or former
      Employee (and the beneficiaries of such Employee)
      who at any time during the determination period
      was (i) an officer of the Employer if such
      individual's annual compensation exceeds 50% of
      the dollar limitation under IRC Section
      415(b)(1)(A), (ii) an owner (or considered an
      owner under IRC Section 318) of one of the ten
      largest interests in the Employer if such
      individuals's compensation exceeds 100% of the
      dollar limitation under IRC Section 415(c)(1)(A),
      (iii) a five-percent owner of the Employer, or
      (iv) a one-percent owner of the Employer who has
      an annual compensation of more than $150,000.
      "Annual compensation" means compensation as
      defined in IRC Section 415(c)(3), and for all Plan
      Years includes amounts contributed by the Employer
      pursuant to a salary reduction agreement which are
      excludable from the employee's gross income under
      IRC Section 125, Section 402(e)(3), Section 402(h)
      or Section 403(b).  The Measurement Period is the
      Plan Year containing the determination date and
      the four preceding Plan Years.

          The determination of who is a key employee will be
      made in accordance with IRC Section 416(i)(1) and
      the regulations thereunder.

            (e)  "Non-Key Employee" means for the Plan
      Year containing the Determination Date a person or
      the beneficiary of a person who had an account
      balance in the Plan or an account balance in any
      Related Plan in the Aggregation Group during the
      Plan Year containing the Determination Date or any
      of the four (4) preceding Plan Years and who is
      not a Key Employee.

            (f)  "Present Value of Accrued Benefits"
      means, for any Plan Year, an amount equal to the
      sum of (i), (ii) and (iii) for each person, who in
      the Plan Year containing the Determination Date,
      was a Key Employee or a Non-Key Employee:

                 (i) Subject to (iv) below, the value of
              a Member's Accounts under the Plan and each
              Related Defined Contribution Plan in the
              Aggregation Group, determined as of the
              Valuation Date coincident with or immediately
              preceding the Determination Date, adjusted
              for contributions due as of the Determination
              Date, as follows:

                         (A) in the case of a plan not
                    subject to the minimum funding
                    requirements of Section 412 of the Code,
                    by including the amount of any
                    contributions actually made after the
                    valuation date but on or before the
                    Determination Date, and, in the first
                    plan year of a plan, by including
                    contributions made after the
                    Determination Date that are allocated as
                    of a date in that first plan year; and

                       (B) in the case of a plan that is
                    subject to the minimum funding
                    requirements, by including the amount of
                    any contributions that would be
                    allocated as of a date not later than
                    the Determination Date, plus adjustments
                    to those amounts as required under
                    applicable rulings, even though those
                    amounts are not yet required to be
                    contributed or allocated (e.g., because
                    they have been waived) and by including
                    the amount of any contributions actually
                    made (or due to be made) after the
                    valuation date but before the expiration
                    of the extended payment period in
                    Section 412(c)(10) of the Code.

                  (ii)  Subject to (iv) below, the sum of
               the actuarial present values of a person's
               accrued benefits under each Related Defined
               Benefit Plan in the Aggregation Group,
               expressed as a benefit commencing at normal
               retirement date (or the person's attained
               age, if later) determined in accordance with
               Code Section 416(g) based on the following
               actuarial assumptions:

                        (A)  Interest rate 5% compounded; and

                        (B)  80% of the rates underlying
                    the 1984 Unisex Pension Mortality Table,
                    adjusted by applying a 3-year age
                    setback for the Member's spouse, where
                    applicable;

          The present value of an accrued benefit
          for any person who is employed by an
          Employer maintaining a plan on the
          Determination Date is determined as of
          the most recent valuation date which is
          within a 12-month period ending on the
          Determination Date, provided however that

                         (C)  for the first plan year of the
                    plan, the present value for an employee
                    is determined as if the employee had a
                    termination of employment (1) on the
                    Determination Date or (2) on such
                    valuation date but taking into account
                    the estimated accrued benefits as of the
                    Determination Date, and

                        (D)  for the second and subsequent
                    plan years of the plan, the accrued
                    benefit taken into account for  an
                    employee is not less than the accrued
                    benefit taken into account for the first
                    plan year unless the difference is
                    attributable to using an estimate of the
                    accrued benefit as of the Determination
                    Date for the first plan year and using
                    the actual accrued benefit as of the
                    Determination for the second plan year.

                    For purposes of this paragraph (ii), the
          valuation date is the valuation date used by
          the plan for computing plan costs for minimum
          funding, regardless of whether a valuation is
          performed that year.

                 If the plan provides for a
          nonproportional subsidy as described in
          Treasury Regulations Section 1.416-1(T-26),
          the present value of accrued benefits shall
          be determined taking into account the value
          of nonproportional subsidized early
          retirement benefits and nonproportional
          subsidized benefit options.

                   (iii)  Subject to (iv) below, the
               aggregate value of  amounts distributed from
               the Plan and each Related Plan in the
               Aggregation Group during the plan year that
               includes the Determination Date or any of the
               four preceding plan years including amounts
               distributed under a termination plan which,
               if it had not been terminated, would have
               been in the Aggregation Group.

                  (iv)  The following rules shall apply in
            determining the Present Value of Accrued
            0Benefits:

                          (A)  Amounts attributable to
                    qualified voluntary employee
                    contributions, as defined in Section
                    219(e) of the Internal Revenue Code,
                    shall be excluded;

                          (B)  In computing the Present Value
                    of Accrued Benefits with respect to
                    rollovers or plan-to-plan transfers, the
                    following rules shall be applied to
                    determine whether amounts which have
                    been distributed during the five (5)
                    year period ending on the Determination
                    Date from or accepted into this Plan or
                    any plan in the Aggregation Group shall
                    be included in determining the Present
                    Value of Accrued Benefits:

                              (I)  Unrelated Transfers
                         accepted into the Plan or any plan
                         in the Aggregation Group after
                         December 31, 1983 shall not be
                         included.

                                (II)  Unrelated Transfers
                         accepted on or before December 31,
                         1983 and all Related Transfers
                         accepted at any time into the Plan
                         or any plan in the Aggregation
                         Group shall be included.

                                (III)  Unrelated Transfers
                         made from the Plan or any plan in
                         the Aggregation Group shall be
                         included.

                               (IV)  Related Transfers made
                         from the Plan or any plan in the
                         Aggregation Group shall be included
                         by the transferor plan (but shall
                         be counted by the accepting plan).

                      The accrued benefit of any individual
               who has not received any Compensation
               from an Employer maintaining the Plan
               (or a business which with the Employer
               is an Affiliate) at any time during the
               five (5) year period ending on the
               Determination Date shall be excluded in
               computing the Present Value of Accrued
               Benefits.

            (g)  "Related Plan" means any other defined
        benefit plan or a defined contribution plan (as
        defined in Section 415(k) of the Code) maintained
        by an Employer or other Affiliate, respectively
        called a "Related Defined Benefit Plan" and a
        "Related Defined Contribution Plan".

            (h)  "Related Transfer" means a rollover or a
        plan-to plan transfer which is either not
        initiated by the Employee or is made between plans
        each of which is maintained by an Employer or an
        Affiliate.

            (i)  A "Top Heavy Aggregation Group" means
        the Aggregation Group in any Plan Year for which,
        as of the Determination Date, the sum of the
        present Values of Accrued Benefits for Key
        Employees under all plans in the Aggregation Group
        exceeds sixty percent (60%) of the sum of the
        Present Values of Accrued Benefits for all
        employees under all plans in the Aggregation
        Group; provided that, for purposes of determining
        the sum of Present Values of Accrued Benefits for
        all employees, there shall be excluded the Present
        Values of Accrued Benefits of any Non-Key Employee
        who was a Key Employee for any Plan Year preceding
        the Plan Year that contains the Determination
        Date.  For purposes of applying the special rules
        herein with respect to a Super Top Heavy Plan, a
        Top Heavy Aggregation Group will also constitute a
        "Super Top Heavy Aggregation Group" if in any Plan
        Year as of the Determination Date, the sum of the
        Present Values of Accrued or Key Employees under
        all plans in the Aggregation Group exceeds ninety
        percent (90%) of the sum of the Present Values of
        Accrued Benefits for all employees under all plans
        in the Aggregation Group.

             (j)  "Top Heavy Plan" means the Plan in any
        Plan Year which it is a member of a Top Heavy
        Aggregation Group, including a Top Heavy
        Aggregation Group consisting solely of the Plan.
        For purposes of applying the rules herein with
        respect to a Super Top Heavy Plan, a Top Heavy
        Plan will also constitute a "Super Top Heavy Plan"
        if the Plan in any Plan Year is a member of a
        Super Top Heavy Aggregation Group consisting
        solely of the Plan.

              (k)  "Unrelated Transfer" means a rollover or
        a plan-to-plan transfer which is both initiated by
        the Employee and (a) made from a plan maintained
        by an Affiliate to a plan maintained by an
        Employer which is not an Affiliate or (b) made to
        a plan maintained by an Affiliate from a plan
        maintained by an Employer which is not an
        Affiliate.

     15.3  Special Top Heavy Provisions.  For each Plan
Year in which the Plan is a Top Heavy Plan, the
following rules shall apply, except that the special
provisions of this Section 15.3 shall not apply with
respect to any employee who is covered by a collective
bargaining agreement between employee representatives
and one or more Employers unless participation by such
employee in the Plan has been agreed to by the parties
to such agreement.

             (a)  Minimum Employer Matching Contributions.

                    (i)  In any Plan Year in which the Plan
               is a Top Heavy Plan, the Employers shall make
               additional Employer Contributions to the Plan
               as necessary for each Member who is employed
               on the last day of the Plan Year and who is a
               Non-Key Employee to bring the amount of each
               Member's Aggregate Employer Matching
               Contributions for the Plan Year up to at
               least three percent (3%) of each Member's
               Compensation, or if the Plan is not required
               to be included in an aggregation group in
               order to permit a defined benefit plan in the
               Aggregation Group to satisfy the requirements
               of Section 401(a)(4) or Section 410 of the
               Internal Revenue Code, such lesser amount as
               is equal to the largest percentage of a Key
               Employee's Compensation (as limited in
               accordance with Section 15.3(c)) allocated to
               the Key Employee as Aggregate Employer
               Contributions.

                 (ii)  Notwithstanding Section
               15.3(a)(1), if there is a Related Defined
               Benefit Plan in the Aggregation Group, if a
               Non-Key Employee participates in both the
               Plan and a Related Defined Benefit Plan and

                        (A)  if the Related Defined Benefit
                    Plan provides the minimum benefit
                    required under Code Section 416(c)(1)
                    for the Non-Key Employee, then no
                    minimum Employer Contribution shall be
                    required under this Section 15.3(a).

                         (B)  if the Related Defined Benefit
                    Plan does not provide the minimum
                    benefit required under Code Section
                    416(c)(1) for the Non-Key Employee, then
                    the minimum Aggregate Employer
                    Contribution under this Section 15.3(a)
                    shall be five percent (5%) of such Non-
                    Key Employee's Compensation.

                  (iii)  For purposes of determining
               whether a Non-Key Employee is a Member
               entitled to have minimum Employer
               Contributions made for such Member, a Non-Key
               Employee will be treated as a Member even if
               he is not otherwise a Member (or accrues no
               benefit) under the Plan because:

                         (A)  such Member has failed to
                    complete the requisite number of Hours
                    of Service (if any) after becoming a
                    Member in the Plan,

                          (B)  such Member is excluded from
                    participation in the Plan (or accrues no
                    benefit) merely because his compensation
                    is less than a stated amount, or

                          (C)  such Member is excluded from
                    participation in the Plan (or accrues no
                    benefit) merely because of a failure to
                    make mandatory employee contributions
                    or, if the Plan is a Plan described in
                    Section 401(k) of the Code, because of a
                    failure to make elective 401(k)
                    contributions.

           (b)  Vesting.  For each Plan Year in which
       the Plan is a Top Heavy Plan and for each Plan
       Year thereafter, the vesting schedule under the
       Plan shall be not less favorable than three (3)
       year cliff vesting under which each Member shall
       be zero percent vested in the Employer
       Contributions Account until such Member has three
       (3) years of Service after which a Member shall be
       100% vested in such Account; provided that this
       vesting schedule shall not apply to the Accrued
       Benefit of any Member who does not have an Hour of
       Service in or after a Plan Year in which the Plan
       is Top Heavy.

          (c) Compensation.  For any Plan Year
      beginning before January 1, 1989, in which this
      Plan is deemed to be a top-heavy plan the
      definition of annual compensation contained in
      paragraph 15.2(d) shall exclude amounts in excess
      of $200,000.  For any Plan Year beginning on or
      after January 1, 1989 annual compensation shall
      exclude amounts in excess of the limitation under
      IRC Section 401(a)(17) (i.e., $170,000 at January
      1, 2000 as thereafter adjusted for the cost of
      living).

           (d)  Top Heavy Limitations.

                   (i)  In computing the limitations under
               Section 4.3 hereof, if the Plan is a Top
               Heavy Plan and is not a Super Top Heavy Plan,
               the special rules of Section 416(h) of the
               Internal Revenue Code shall be applied in
               accordance with applicable regulations and
               rulings so that

                       (A)  in determining the denominator
                    of the Defined Contribution Plan
                    Fraction and the Defined Benefit Plan
                    Fraction, at each place at which "1.25"
                    would have been used, "1.00" shall be
                    substituted and

                       (B)  in determining the numerator
                    of the transition fraction described in
                    Section 415(e)(6)(B) of the Internal
                    Revenue Code by substituting $41,500 for
                    $51,875 unless the special requirements
                    of Section 416(h)(2) of the Internal
                    Revenue Code have been satisfied.

                     (ii)  In computing the limitations under
               Section 4.3 hereof, if the Plan is a Super
               Top Heavy Plan, the special rules of Section
               416(h) of the Code shall be applied in
               accordance with applicable regulations and
               rulings so that

                         (A)  in determining the denominator
                    of the Defined Contribution Plan
                    Fraction and the Defined Benefit Plan
                    Fraction, at each place at which "1.25"
                    would have been used, "1.00" shall be
                    substituted and

                           (B)  in determining the numerator
                    of the transitional fraction described
                    in Section 415(e)(6)(B) of the Internal
                    Revenue Code, $41,500 shall be
                    substituted for $51,875.

          (e)  Terminated Plan.  If the Plan becomes a
      Top Heavy Plan after it has formally been
      terminated, has ceased crediting for benefit
      accruals and vesting and has been or is
      distributing all plan assets to Members and their
      beneficiaries as soon as administratively feasible
      or if a terminated plan has distributed all
      benefits of Members and their beneficiaries, the
      provisions of Section 15.3 shall not apply to the
      Plan.

           (f)  Frozen Plans.  If the Plan becomes a Top
      Heavy Plan after contributions have ceased under
      the Plan but all assets have not been distributed
      to Members or their beneficiaries, the provisions
      of Section 15.3 shall apply to the Plan.

     15.4  Effect of Change in Applicable Legislation
or Regulation.  In the event that Congress should
provide by statute or the Secretary of the Treasury
should provide by regulation a ruling, that the
provisions of this Article XV are no longer necessary
for the Plan to meet the requirements of Section 401(a)
or other applicable provisions of the Code, such
limitations shall become void and shall no longer
apply, without the necessity of further amendment to
the Plan.