Exhibit
10.1


 


HUNTSMAN


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


(As
Restated July 1, 2004)


 





















 


HUNTSMAN


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(as restated July 1,
2004)


 


THIS RESTATEMENT OF THE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN is effective as of July 1, 2004
except as otherwise provided in this Plan.


 


This Plan as herein
restated shall govern the benefits of any Member whose employment terminates on
or after July 1, 2004 and the terms of this Plan at it existed prior to
its restatement effective July 1, 2004 shall be disregarded.  Notwithstanding the foregoing, the benefits
of a Member whose employment terminates prior to July 1, 2004 shall be
governed by the Plan as it existed at the time the employment terminated.


 


ARTICLE I



NAME


 


1.1          Name.  The Plan shall be known as “THE HUNTSMAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN” and is hereinafter sometimes referred
to as the “Plan”.


 


ARTICLE II



PURPOSE AND SPECIAL EFFECTIVE DATES


 


2.1          Purpose.  The primary purpose of this Plan is to
provide benefits for certain key employees that cannot be provided under the
Huntsman Defined Benefit Pension Plan because of certain limitations.  The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and shall
be administered as such.


 


2.2          History.  This
Plan was originally created in 1996 by Huntsman Chemical Corporation to provide
benefits to certain executive employees that could not be provided due to legal
constraints by the Huntsman Defined Benefit Pension Plan and the Huntsman Money
Purchase Pension Plan.  In connection
with this restatement of the Plan, the liabilities of the Plan as it existed
immediately prior to this restatement which relate to the Huntsman Money
Purchase Pension Plan are being transferred to the newly established Huntsman
Supplemental Executive Pension Plan (the “Executive Pension Plan”).  All administrative actions, including the
payment of benefits, with respect to the liabilities transferred to the
Executive Pension Plan taken after the effective date of this restatement of
the Plan shall be treated in all respects as action taken under the Executive
Pension Plan.  It is intended that there
be no duplication of benefits, taking into account this Plan and the Executive
Pension Plan, and this Plan shall be interpreted and administered accordingly.


 


All rights to
supplemental benefits in excess of those provided under the Huntsman Money
Purchase Pension Plan for Members whose termination of employment occurs on or
after July 1, 2004 shall be governed by the terms of the Executive Pension
Plan and not this Plan.


 


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2.3          Special Effective Dates.  The following provisions are subject to
special effective dates:


 


(a)           Section 3.4 defining “Commencement
Date” is effective January 1, 2005. 
For the period prior to January 1, 2005, the term “Commencement
Date” shall have the meaning set forth in Section 3.5 of the Plan as it
existed immediately prior to the Effective Date of this restatement.


 


(b)           Section 3.8 defining “Employer”
is effective August 16, 2005.  Prior
to August 16, 2005 the Plan is being sponsored by Huntsman LLC with
Huntsman International LLC as a participating employer along with the other
participating employers set forth in Section 3.8.   Section 3.8 shall be administered
accordingly.


 


(c)           Section 3.11 defining “Plan
Administrator” is effective August 16, 2005.  Prior to August 16, 2005, the Plan
Administrator is the person or entity designated by the President of Huntsman
LLC (or in the absence of an effective designation it is the President of
Huntsman LLC).


 


(d)           Sections 4.3, 4.4, 4.5 and 4.6
governing the payment of benefits are effective for Termination Dates on and
after January 1, 2005.  For
Termination Dates prior to January 1, 2005, the payment of benefits shall
be governed by the terms of Sections 4.2 and 4.3 of the Plan as they existed
immediately prior to the Effective Date of this restatement.


 


ARTICLE III



DEFINITIONS


 


When used herein, the
following words shall have the meanings indicated, unless the context clearly
indicates otherwise:


 


3.1          Affiliate.  The word “Affiliate” means (i) a
corporation which is a member of a controlled group of corporations (within the
meaning of Section 1563(a) of the Code determined without regard to
Sections 1563(a)(4) and (e)(3)(C) thereof) which includes an
Employer, provided that the phrase “more than 50 percent” shall be substituted
for the phrase “at least 80 percent” in Section 1563(a)(1) of the
Code, and (ii) any trade or business (whether or not incorporated) which
is under common control (as defined in Section 414(c) of the Code as
modified by Section 415(h) of the Code and regulations thereunder)
with an Employer.


 


3.2          Beneficiary.  The word “Beneficiary” shall mean the person
or persons entitled to receive benefits upon the death of a Member under this
Plan.


 


3.3          Code.  The word “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


3.4          Commencement Date.  The words “Commencement Date” shall mean the
Termination Date of the Member, provided, however, if the Member is considered
a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) as
of the Termination Date, then the Commencement Date shall be the date that is
six months after the Termination Date.


 


3.5          Defined Benefit Pension Plan.  The words “Defined Benefit Pension Plan”
means the Huntsman Defined Benefit Pension Plan.


 


3





















 


3.6          Disability.  The word “Disability” shall mean any
medically determinable physical or mental impairment which is considered a
permanent disability under the terms of the Defined Benefit Pension Plan;
provided, however, on and after January 1, 2005 an impairment shall not be
considered a Disability for purposes of this Plan unless it is determined by
the Plan Administrator that the Member is disabled within the meaning of Section 409A(a)(2)(C) of
the Code.


 


3.7          Effective Date.  The “Effective Date” of this restated Plan
shall be July 1, 2004. The original effective date of the Plan was January 1,
1996.


 


3.8          Employer.  The word “Employer” shall mean the Huntsman
International LLC.  In addition, unless
the context indicates otherwise, as used in this Plan, the term “Employer”
shall also mean and include any other Affiliate of Huntsman International LLC
that has been granted permission by the Board of Directors of Huntsman
International LLC to participate in this plan. 
This permission shall be granted under such conditions and upon such
conditions as the Board of Directors deems appropriate. By a separate schedule,
an adopting employer may set forth the manner in which this Plan will apply to
its participating employees.  The
following entities are participating employers:


 


Huntsman Petrochemical
Corporation


Huntsman Purchasing, Ltd


 


The obligations of an
Employer hereunder shall be limited to the employees of that Employer
participating in this Plan.


 


3.9          Member.  The word “Member” means those executive
employees of an Employer participating in the Plan at the Effective Date of its
restatement.  In addition, it means an
executive employee of an Employer who is specifically designated as a Member by
the President (or the employee of the Employer who has the responsibilities of
the chief executive officer of that Employer if there is no employee with the
title of president) of that Employer. 
The designation shall specify the date as of which the executive
employee becomes a Member of the Plan. 
Notwithstanding the foregoing provisions of this section, the President
of the Employer (or the employee of the Employer who has the responsibilities
of the chief executive officer of that Employer if there is no employee with
the title of president) shall have full discretion to adjust the status of any
individual that is an employee of that Employer for purposes of this Plan
(whether to include an employee or to remove an employee or to set or adjust
the terms of participation).  In the
event an individual ceases to be a Member of the Plan or otherwise experiences
a change in status, any rights earned under this Plan prior to the change in
status shall be paid to the individual at such time as it would otherwise have
been, but for the change in status, under the terms of this Plan (subject to
the Employer rights to amend or terminate the Plan in Section 6.3).


 


3.10        Plan.  The word “PLAN” shall mean the Supplemental
Executive Retirement Plan set forth in and by this document, as the same may be
amended from time to time.


 


3.11        Plan Administrator.  The words “Plan Administrator” shall mean the
person or entity designated by the President of HUNTSMAN INTERNATIONAL LLC to
administer this Plan.  In the absence of
an effective designation, it shall mean the President of HUNTSMAN INTERNATIONAL
LLC.


 


4





















 


3.12        “Reasonable
Cause“ means any of the following, with respect to the Member’s
position with the Employer:


 


(a)           Gross negligence, fraud, dishonesty
or willful violation of any law or material violation of any significant
Employer policy, committed in connection with the position and resulting in a
material adverse effect on the Employer; or


 


(b)           Failure to substantially perform (for
reasons other than medically determinable disability) the duties reasonably
assigned or appropriate to the position, in a manner reasonably consistent with
prior practice;


 


provided, however, that
the term “Reasonable Clause” shall not include ordinary negligence or failure
to act, whether due to an error in judgment or otherwise, if the Member has
exercised substantial efforts in good faith to perform the duties reasonably
assigned or appropriate to the position.


 


3.13        “Service” shall mean the years of service that the
Member would have under the Defined Benefit Pension Plan based upon the date of
hire specified for the Member in connection with the designation of the Member
for participation in this Plan.   If no
special date of hire was specified in connection with the designation of the
Member for participation in this Plan, then Service shall mean the Years of
Service of the Member.


 


3.15        Termination Date.  The words “Termination Date” means the date
the Member ceases to render services of the Employer and all Affiliates for any
reason whatsoever, voluntary or involuntary other than on account of the death
of the Member, provided, however, if the Plan Administrator determines that the
Member who ceases to render services on or after January 1, 2005 has not
experienced a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) on
the date that would otherwise be a Termination Date hereunder, then the “Termination
Date” for purposes of the Plan shall be the first date thereafter as of which
the Member has experienced a separation from service within the meaning of Code
Section 409A(a)(2)(A)(i).


 


3.16        Vested Member.  The words “Vested Member” shall mean:


 


(a)           a Member who is credited with ten or
more Years of Service;


 


(b)           a Member who experiences a
Termination Date on account of death or disability (as permanent disability is
defined under the Defined Benefit Pension Plan), or on or after attaining
normal retirement age under the Defined Benefit Pension Plan; or


 


(c)           a Member whose employment is
terminated by the Employer without Reasonable Cause.


 


3.17        Year of Service.  The words “Year of Service” means a year of
service as that term is defined under the Defined Benefit Pension Plan, taking
into account, however, only actual service with the Employer or an Affiliate of
the Employer, and disregarding service for a prior employer credited under the
Defined Benefit Pension Plan if that prior employer was not an Affiliate of the
Employer.


 


5





















 


ARTICLE IV



SUPPLEMENTAL BENEFIT


 


4.1          Benefit.  The benefit of a Member at the Commencement
Date of the Member is an amount equal to the sum of the following:


 


(a)           An amount equal to benefit of the
Member, if any, under this Plan calculated as of July 1, 2004 under Section 4.1
of this Plan as it existed immediately prior to the Effective Date of this
restatement, converted into an opening account balance in the same manner and
using the same assumptions as applicable under the Defined Benefit Pension Plan
to the conversion of the accrued benefit of the Member under the Defined
Benefit Pension Plan into an opening account balance as of such date, and
adjusted by the interest credits that would be applied to this Opening Account
Balance if it had been part of the opening account balance of the Member under
the Defined Benefit Pension Plan for the period from July 1, 2004 to the
Commencement Date (disregarding for these purposes any limitations of Section 415
of the Code otherwise applicable to the Defined Benefit Pension Plan); and


 


(b)           An amount equal to the positive
difference between (1) the sum of the pay credits and transition credits,
as adjusted for applicable interest credits, for the period from July 1,
2004 (or such later date as the Member enters the Plan) to the Commencement
Date that would have been credited to the cash balance account of the Member in
the Defined Benefit Pension Plan under the provisions of the Defined Benefit
Pension Plan, taking into account all Service of the Member and disregarding
any limitations of Section 415 and Section 401(a)(17) Code; and (2) the
sum of the pay credits and transition credits, as adjusted for applicable
interest credits, for such period actually credited to the cash balance account
of the Member in the Defined Benefit Pension Plan.


 


4.2          Entitlement to Benefits.  A Vested Member shall be
entitled to his or her benefits upon reaching his or her Commencement Date.


 


4.3          Payment of Benefits.  Benefits shall commence to be paid to a
Vested Member on a date that is 30 days from the Commencement Date or as soon
thereafter as administratively feasible. 
The normal form of the benefit is a single cash lump sum.


 


4.4          Form of Payment.  The
amount due the Member shall be paid in one of the following forms as selected
by the Member in writing in connection with the enrollment of the Member in the
Plan or in a subsequent election that is valid in accordance with the terms of
the Plan as it existed at the time the election was made:


 


(a)           A single cash lump sum.


 


(b)           An annuity for the life of the
Member.


 


(c)           An annuity for the life of the Member
with payments guaranteed for 120 months, which payments during the guaranteed
period after the death of the Member shall be paid to the Beneficiary of the
Member.  If the Beneficiary is an
individual and dies after the death of the Member, the commuted value of the
remaining payments as the Beneficiary would have received had the Beneficiary
continued to live shall be paid in a single cash payment to the estate of the
Beneficiary.


 


(d)           A joint and survivor annuity with an
annuitant designated by the Member prior to the time benefits start to be paid
to the Member under which a reduced amount shall be paid to the Member for his
life, and his joint annuitant, if surviving at the Member’s death, shall be
entitled to receive thereafter a lifetime survivorship pension in a monthly
amount equal to 50 or 100 percent (as designated by the Member prior to the
time benefits start to be paid to the Member) of the amount which had been
payable to the Member.


 


6





















 


In the event the Member
makes no election as to the form of payment (or the election does not satisfy
the applicable requirements of the Plan or of Section 409A of the Code),
the benefits of the Member shall be paid to the Member in the form of a single
cash lump sum.  Notwithstanding the
foregoing, in the event the benefits of the Member do not exceed $25,000, such
benefits shall be paid in the form of a single lump sum payment to the Member
without regard to the form of payment elected by the Member.  In the event the benefit is not paid in the
normal form, the benefit shall be adjusted from the normal form to the form in
which it is payable under the Plan in the same manner and using the same
assumptions that would be used to convert a benefit to the applicable form
commencing as of the Commencement Date under the Defined Benefit Pension Plan.


 


4.5          Election to Change Form of Payment.  
Prior
to January 1, 2007, a Member may change his/her election of the form of
payment for a Commencement Date by submitting a written election form to the
Plan Administrator; provided such election shall not be effective for a
Commencement Date that is less than 12 months from the date the election form
was received by the Plan Administrator unless it is received at least 30 days
before the Commencement Date and the Plan Administrator, in its sole
discretion, approves the form of payment selected.  Notwithstanding the forgoing, a Member may
not change a form of election on or after January 1, 2006 with respect to
payments that would otherwise be received in 2006 or to cause payments to be
made in 2006.


 


On and after January 1,
2007, a Member may change his/her election of the form of payment for a
Commencement Date by submitting a written election form to the Plan
Administrator; provided


 


(a)           such election shall not be effective
for a Commencement Date on account of Disability that is less than 12 months
from the date the election form was received by the Plan Administrator;


 


(b)           such election shall not be effective
for a Commencement Date on account of a separation from service (other than on
account of Disability) that is less than 5 years from the date the election
form was received by the Plan Administrator.


 


For purposes of this Section 4.5, it shall not be
considered a change in the form of payment to change the form of payment from
one of the annuity forms under (b), (c) or (d) of Section 4.4 to
another of those annuity forms of payment provided that the change is made
before any annuity payment has been made and provided further that the two
annuities are actuarially equivalent using reasonable actuarial assumptions.


 


4.6          Payment to
Beneficiary.  In the
event of the death of the Member before the benefits commence to be paid to the
Member, the benefits of the Member under this Plan shall be paid to the
Beneficiary of the Member in the form of a single cash payment.  The payment shall be paid on the date that is
30 days following the date of death or as soon thereafter as administratively
feasible.  A Member may designate a
Beneficiary on the form prescribed by and delivered to the Plan
Administrator.  If no Beneficiary is
properly designated under this Plan, then the Beneficiary shall be the spouse
of the Member, in any, or if there is no surviving spouse it shall be the
person entitled under the terms of the Defined Benefit Pension Plan to receive
any death benefits that would be payable on account of the Member under the
Defined Benefit Pension Plan as of the date of death of that Member.  If there is no Beneficiary after the
application of the foregoing provisions of this Section, then the payment shall
be made to the estate of the Member.  If
under these rules the benefits are payable to the estate of the Member,
and either the Plan Administrator cannot locate a qualified representative of
the deceased Member’s estate, or if administration of the estate is not
otherwise required, the Plan Administrator in its


 


7





















 


discretion may make the distribution to the deceased
Member’s heirs at law, determined in accordance with the law of the State of
the Member’s domicile in effect as of the date of the Member’s death.


 


ARTICLE V



ADMINISTRATION OF THE PLAN


 


5.1          Plan Administration.  The Plan Administrator shall have the full
authority to interpret and construe the Plan and to issue such administrative
procedures as it deems appropriate.  The
Plan Administrator shall have the duty and responsibility of maintaining
records, making the requisite calculations and disbursing the payments
hereunder.  The Plan Administrator’s
interpretations, determinations, regulations and calculations shall be final
and binding on all persons and parties concerned.


 


5.2          Claims Procedure. 
The Plan Administrator shall establish reasonable procedures for the
submission and review of claims with respect to benefits under the Plan.  A copy of the claims procedures for the Plan
shall be available from the Plan Administrator. 
The failure of a claimant to follow the claims procedures with respect
to a claim, including the review procedures, shall result in the loss of the
right to bring an action in court with respect to the claim.


 


5.3          Amendment and Termination.


 


(a)           The Employer may amend or terminate
the Plan as it relates to the employees of that Employer at any time, provided,
however, that no such amendment or termination shall adversely affect the
benefit to which a Member or the Beneficiary of such Member would be entitled
immediately prior to the date of such amendment or termination if the
employment of the Member had then ended unless the Member becomes entitled to
an amount equal to such benefit under another plan or practice of the Employer.
The Plan Administrator may amend this Plan in the place of the Employer so long
as the amendment does not materially increase the cost of the Plan to the
Employer.


 


(b)           During a period beginning April 1,
2005 and ending December 31, 2005, a Member may by written notice to the
Plan Administrator elect to terminate participation in the Plan.  The termination of participation in the Plan
as set forth in the notice shall be effective on the date of the written
notice.  Thereafter the Member shall no
longer accrue any additional benefits under this Plan.  The benefits of the Member shall be
determined as if the Plan had terminated as of the date of the notice and such
benefits shall be paid to the Member in the form of a single cash lump sum
payment on the date that is 60 days of the date of the notice or as soon
thereafter as is administratively feasible.


 


5.4          Payments.  The Employer will pay all benefits arising
under this Plan.  There shall be deducted
from each payment any federal, state or local withholding or taxes or charges
which may be required under applicable law as determined by the Employer.  The benefits hereunder shall not be treated
as compensation from the Employer for purposes of any other benefit plan or
program of the Employer unless specifically designated as compensation in such
other benefit plan or program.


 


5.5          Non-assignability of Benefits.  The benefits payable hereunder or the right
to receive future benefits under the Plan may not be anticipated, alienated,
pledged, encumbered, or subjected to any charge or legal process, and if any attempt
is made to do so, or a person eligible for any benefits becomes bankrupt, the
interest under the Plan of the person affected may be terminated by the


 


8





















 


Plan Administrator which, in its sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that
it deems appropriate.


 


5.6          Status of Plan.  Nothing contained herein shall be construed
as providing for assets to be held in trust or escrow or any other form of
asset segregation for the Member or for any other person or persons to whom
benefits are to be paid pursuant to the terms of this plan, the Member’s only
interest hereunder being the right to receive the benefits set forth
herein.  To the extent any person
acquires a right to receive benefits under this Plan, such right shall be no
greater than the right of any unsecured general creditor of the Employer.


 


5.7          Indemnification.  To the extent permitted by law, the Employer
shall indemnify each member of the Board of Directors and any other employee of
the Employer to whom duties are assigned with respect to this Plan, against
expenses (including any amount paid in settlement) reasonably incurred by
him/her in connection with any claims against him/her by reason of his/her
conduct in the performance of his/her duties under the Plan, except in relation
to matters as to which he/she acted fraudulently or in bad faith in the
performance of such duties.  This right
of indemnification shall be in addition to any other right to which the Board
or other person may be entitled as a matter of law or otherwise, and shall pass
to the estate of a deceased person.


 


5.8          Reports and Records.  The Plan Administrator and those to whom the
Plan Administrator has delegated duties under the Plan shall keep records of
all their proceedings and actions and shall maintain books of account, records,
and other data as shall be necessary for the proper administration of the Plan
and for compliance with applicable law.


 


5.9          Finances.  The costs of the Plan shall be borne by the
Employer.  The rights of the Member (or
of his Beneficiary) to benefits under the Plan shall be solely those of an
unsecured general creditor of the Employer. 
Any assets acquired by or held by the Employer or set aside in a trust
set up by the Employer shall not be deemed to be held as security for the
performance of the obligations of the Employer under this Plan.  Notwithstanding the foregoing, to the extent
under the terms of a trust set up by the Employer payments are made by the
Trustee of said Trust to the Member with respect to benefits under this Plan,
such payments shall satisfy the obligations of the Employer hereunder to the
extent of the payments made.


 


5.10        Nonguarantee of Employment.  Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Member, or
as a right of any Member to be continued in employment of the Employer, or as a
limitation on the right of the Employer to discharge any of its employees, with
or without cause.


 


5.11        Applicable Law.  All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the United States and to the extent not pre-empted by such laws, by the laws
of the State of Utah.


 


5.12        Headings.  The headings of Sections and Articles in this
Plan are for convenience purposes only and shall in no way control or be used
in the interpretation of the content of the Sections or Articles or this Plan
as a whole.


 


5.13        Number and Gender.  Where the context requires, the singular
shall include the plural and the plural shall include the singular, and any
gender shall include both other genders.


 


9





















 


ARTICLE VI


 


TRANSFER OF EMPLOYEES AMONG
AFFILIATED COMPANIES


 


The transfer of a Member
from employment with the Employer to employment with an Affiliate shall not be
deemed a termination of employment under this Plan.  If the Affiliate is an Employer under this
Plan, that Employer shall determine whether the Member shall continue to
participate in this Plan as an employee of that Employer.  For purposes of this Plan, the last Employer
of a Member shall be liable for the Member’s benefits hereunder even though a
portion of the liability is attributable to periods of service for another
Employer.


 


In the event the Member
is transferred to an Affiliate that does not participate in this Plan, the
Member shall cease to participate in this Plan but the former Employer shall
continue to maintain the accounts and benefits of the Member earned under this
Plan until the benefits become payable to the Member hereunder.


 


Adopted this 23rd day of
December, 2005.


 


 


	
   

  	
  HUNTSMAN INTERNATIONAL
  LLC

  
	
   

  	
  for itself and as
  successor in interest by merger to

  
	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARTICIPATING
  EMPLOYERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PETROCHEMICAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PURCHASING,
  LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
							



 


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Appendix
1


 


SCHEDULE FOR
PARTICIPANTS IN POLYURETHANES EXECUTIVE

PENSION PLAN AND POLYURETHANES EXCESS BENEFIT PLAN


 


In 1999 in connection
with the acquisition of the polyurethanes business of ICI Americas, Inc.,
Huntsman International LLC (“International”) became the sponsor of the
Polyurethanes Executive Pension Plan (the “EPP”) and the Polyurethanes Excess
Benefit Plan (the “Excess Plan”), each a nonqualified pension plan providing
benefits to certain key executives in excess of those that could be provided under
the Polyurethanes Pension Plan, a qualified defined benefit pension plan that
is a spin-off from the ICI Americas, Inc. Pension Plan.


 


Effective July 1,
2004, the Polyurethanes Pension Plan (then known as the Huntsman International
LLC Specialty Chemicals Pension Plan) (the “Polyurethanes DB Plan”) merged into
the Huntsman Defined Benefit Pension Plan and its participants became
participants in the Huntsman Defined Benefit Pension Plan.  International has become a participating
employer in this Plan effective July 1, 2004 in connection with the
transfer of the liabilities of the EPP and the Excess Plan to the Plan pursuant
to a Merger Agreement (the “Merger”). 
With the merger of Huntsman LLC into International on August 16,
2005, International has become the sponsor of the Plan.


 


The following provisions
override any conflicting provisions of the Plan as it applies to participants
in the EPP or the Excess Plan who become participants in the Plan in connection
with the Merger.  Unless otherwise
indicated, terms have the meaning assigned in the Plan.


 


(1)           Eligibility.  The employees of International who were
participating in the EPP or the Excess Plan at the time of the Merger (the “Participants”)
shall be participants in the Plan effective July 1, 2004 subject to the
authority of the President of International to subsequently adjust the status
of any of its employees for purposes of the Plan in accordance with Section 3.9
of the Plan.


 


(2)           Benefits.  The benefits under the Plan of each Participant shall be
determined in accordance with Section 4.1 of the Plan, provided, however,
that the benefit under Section 4.1(a) of the Plan as of July 1,
2004 for a Participant shall be an amount equal to sum of the benefit of the
Participant under the EPP, if any, and the benefit of the Participant under the
Excess Plan, if any, calculated as of July 1, 2004 in each case under the
terms of the applicable plan as it existed immediately before the Merger,
converted into an opening account balance in the same manner and using the same
assumptions as applicable under the Defined Benefit Pension Plan to the
conversion of the accrued benefit of the Participant under the Polyurethanes DB
Plan into an opening account balance in the Defined Benefit Pension Plan as of July 1,
2004, which amount shall be adjusted in the future for interest credits in
accordance with the provisions of Section 4.1(a).


 


(3)           Liability of the Plan.  The benefits of each Participant described in (2) above
shall be an obligation of International under the Plan.  The benefits of each Participant described in
(2) above shall constitute the entire benefit to which each Participant is
entitled under the provisions of the EPP and the Excess Plan.  The EPP and the Excess Benefit Plan shall
cease to exist in connection with the Merger and the Participants shall as of
the Merger cease to have any rights or claims under such plans.  The Participants shall only have the right to
such benefits as set forth in the Plan, including this Appendix 1


 


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to the Plan.  Benefits shall be paid in such form and at
such time as provided in accordance with the terms of the Plan.


 


(4)           Administration. The
Plan Administrator is authorized to interpret this Appendix 1 and to establish such
rules and procedures as it determines necessary or desirable to administer
the Plan with the provisions of this Schedule.


 


2