Exhibit
10.2


 


ADOPTION OF
HUNTSMAN SUPPLEMENTAL EXECUTIVE MPP PLAN


AND


TRANSFER OF
LIABILITIES


 


THIS INSTRUMENT, made and
executed as of the 23rd day of December, 2005, by and among HUNTSMAN
INTERNATIONAL LLC, HUNTSMAN PETROCHEMICAL CORPORATION, and HUNTSMAN PURCHASING,
LTD, WITNESSES THAT:


 


WHEREAS, Huntsman
International LLC as the successor by merger to Huntsman LLC is sponsoring the
Huntsman Supplemental Executive Retirement Plan (the “SERP”), an unfunded
nonqualified pension plan originally established by Huntsman Chemical
Corporation to provide certain executive employees with benefits that could not
be provided, due to legal limitations, under the Huntsman Defined Benefit
Pension Plan, a qualified defined benefit pension plan, and the Huntsman Money
Purchase Pension Plan, a qualified money purchase pension plan; and


 


WHEREAS, Huntsman
Petrochemical Corporation and Huntsman Purchasing, Ltd are participating
employers in the SERP; and


 


WHEREAS, the parties are
restating the SERP effective July 1, 2004 to reflect the changes in the
formula of the Huntsman Defined Benefit Pension Plan and the merger of the
Polyurethanes Executive Pension Plan and the Polyurethanes Excess Benefit Plan
into the SERP; and


 


WHEREAS, the parties
desire to adopt a separate plan effective as of July 1, 2004 to be known
as the Huntsman Supplemental Executive MPP Plan to provide the benefits of the
SERP for eligible executive employees that because of legal limits cannot be
provided by the Huntsman Money Purchase Pension Plan and to transfer to the
Huntsman Supplemental Executive MPP Plan from the SERP the existing liabilities
for such benefits.


 


NOW, THEREFORE, effective
July 1, 2004 the parties hereby adopt the Huntsman Supplemental Executive
MPP Plan (the “Executive MPP Plan”) in the form attached hereto and by this
reference incorporated herein and transfer to the Executive MPP Plan the
liabilities of the SERP for all benefits set forth in Article V of the
SERP as the SERP existed immediately prior to its restatement effective July 1,
2004.  All administrative actions taken
under the SERP from July 1, 2004 to the date of the adoption of this
Agreement with respect to the liabilities of the SERP transferred to the
Executive MPP Plan hereunder, including any payment of such benefits to
participants in the SERP, shall be treated in all respects as actions taken by
the Executive MPP Plan so that there is no duplication of benefits or
liabilities as a result of the existence of the two plans.  All rights to supplemental benefits in excess
of those provided under the Huntsman Money Purchase Pension Plan for
participants whose termination of


 





















 


employment occurs on or
after July 1, 2004 shall be governed by the terms of the Executive MPP
Plan and not by the SERP.


 


 


DATED as of the day and year
first above written.


 


 


	
  SPONSOR:

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN INTERNATIONAL
  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

  	
   

  
							



 


2





















 


HUNTSMAN


SUPPLEMENTAL
EXECUTIVE MPP PLAN


 


THIS SUPPLEMENTAL
EXECUTIVE MPP PLAN is effective as of July 1, 2004 except as otherwise
provided in this Plan.


 


ARTICLE I


 


NAME


 


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


 


ARTICLE II


 


PURPOSE,
TRANSFER OF LIABILITIES 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 Money Purchase 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 and Transfer of Liabilities.  Prior to July 1, 2004, the Huntsman
Supplemental Executive Retirement Plan (the “Huntsman SERP”) provided benefits
to certain executive employees in excess of benefits that could be provided
under the Huntsman Defined Benefit Pension Plan and the Huntsman Money Purchase
Pension Plan.  Effective with the
restatement of the Huntsman SERP effective July 1, 2004, this Plan is
established and the liabilities of the Huntsman SERP as it existed immediately
prior to its restatement effective July 1, 2004 for supplemental benefits
in excess of those provided under the Huntsman Money Purchase Pension Plan have
been transferred to this Plan.  All
administrative actions, including the payment of benefits, with respect to the
liabilities transferred to this Plan taken after the effective date of this
Plan shall be treated in all respects as action taken under this Plan.  It is intended that there be no duplication
of benefits, taking into account this Plan and the Huntsman SERP, 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 employees whose termination of employment occurs on
or after July 1, 2004 shall be governed by the terms of this Plan.  The benefits of a Member whose employment
terminates prior to the Effective Date of this Plan shall be governed by the
Huntsman SERP as it existed at the time the employment terminated.


 


i





















 


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 Huntsman SERP as it existed immediately prior to its restatement
effective July 1, 2004.


 


(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 3.13
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)           Section 4.6
governing elections to change the form of payment of benefits is effective for
Commencement Dates on and after January 1, 2005.  For Commencement Dates prior to January 1,
2005, elections to change the form of the payment of benefits shall be governed
by the terms of Section 5.6 of the Huntsman SERP as it existed immediately
prior to its restatement effective July 1, 2004.


 


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” shall mean (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.


 


ii





















 


3.4          Commencement
Date.  The words “Commencement Date”
shall mean the Termination Date of the Member, provided, however, if the Member
is 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          Compensation.  The word “COMPENSATION” has the following
meaning:


 


(a)           “Compensation”
shall mean the total of all amounts paid by the Employer by reason of services
performed by the Member, including any amount of Annual General Bonus Program
Pay and Discretionary Target Bonus Program Pay.


 


(b)           Notwithstanding
the foregoing, the Member’s Compensation shall be determined without taking
into account any of the following:


 


(1)           Contributions
or payments by the Employer for or on account of the Member under any employee
benefit plan, including but not limited to any qualified pension plan and any
health or welfare plan;


 


(2)           Compensation
that is not subject to employer income tax withholding under Code Section 3402
(or any successor thereof);


 


(3)           Income
caused by the exercise of stock options;


 


(4)           Income
attributable to benefits received under any long term disability plan
maintained by the Company;


 


(5)           Incentive
payments received under the Huntsman Cost Reduction Incentive Plan or similar
temporary incentive plans so identified by the Plan Administrator; and


 


(6)           Automobile,
housing, hardship, travel, meal or entertainment allowance; relocation
expenses, including relocation allowance, living expenses and moving expenses;
lump sum payments upon termination of employment; travel bonus; miscellaneous,
memo or other lump sum earnings; foreign service premium; severance payments;
tax assistance program payments; payments for medical or dental insurance
waivers, insurance additive; and other taxable fringe benefits including
physical exams and Christmas gifts or awards.


 


(c)           Notwithstanding
the foregoing, a Member’s Compensation shall include contributions made on
behalf of the Member under a salary reduction agreement to any plan of the
Employer qualifying under Code Sections 125, 401(k), or 408(k), and any amounts
earned during the applicable month but deferred at the election of the Member
pursuant to the terms of this Plan or any other nonqualified deferred
compensation plan of the Employer.


 


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 Money


 


iii





















 


Purchase 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 Code Section 409A(a)(2)(C).


 


3.7          Effective
Date.  The “Effective Date” of this
Plan is July 1, 2004.


 


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


Huntsman Polymers
Corporation


Huntsman Expandable
Polymers Company, LC


Huntsman Propylene Oxide
Ltd


Tioxide Americas Inc.


Huntsman Advanced
Materials Americas Inc.


 


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” shall mean those executive
employees of an Employer participating in the Huntsman SERP immediately prior
to its restatement effective July 1, 2004. 
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 5.3).


 


3.10        Money
Purchase Pension Plan.  The words “Money
Purchase Pension Plan” shall mean the Huntsman Money Purchase Pension Plan.


 


3.11        Past Service.  
“Past Service” shall mean the service with a predecessor employer of
a Member for which the Board of Directors of the Employer grants credit under
this Plan.


 


iv





















 


Credits of past service
granted under the Huntsman SERP with respect to benefit liabilities transferred
to this Plan shall be taken into account under this Plan.


 


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


 


3.13        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.


 


3.14        “Reasonable Cause“ shall mean 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.


 


3.15        Termination
Date.  The words “Termination Date”
shall mean 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
disability is defined in the Money Purchase Pension Plan), or on or after
attaining normal retirement age under the Money Purchase Pension Plan; or


 


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


 


v





















 


3.17        Year
of Service.  The words “Year of
Service” shall mean a year of service as that term is defined under the Money
Purchase 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 Money Purchase Pension Plan if that prior
employer was not an Affiliate of the Employer. 
It also includes the service for a predecessor employer of a Member for
which the Board of Directors of the Employer grants credit for vesting purposes
under this Plan.  Credits toward vesting
granted under the Huntsman SERP with respect to benefit liabilities transferred
to this Plan shall be taken into account under this Plan.


 


ARTICLE IV


 


SUPPLEMENTAL
BENEFIT


 


4.1          Benefit.  The Employer shall establish an account for
each Vested Member which shall be adjusted as follows:


 


(a)           The
account of the Member shall be credited with the sum of the positive differences,
if any, between (1) and (2) below for each Plan Year (or a fraction
thereof if applicable for the Plan Year containing October 1, 2001 or a
later date during which the Member enters the Plan or the Plan Year containing
the Commencement Date) from and after the date the Member became a Member of
the Plan (which date however shall not be earlier than October 1, 2001):


 


(1)           The
annual contribution allocation that would have been credited to the account of
the Member if the allocation had been made under the Money Purchase Pension
Plan (i) by taking into account the Past Service of the Member, (ii) by
taking into account the Compensation of the Member, and (iii) without
taking into account the limitations of Code Sections 415 and 401(a)(17).


 


(2)           The
annual contribution allocation that has been credited to the account of said
Member under the Money Purchase Pension Plan in accordance with the terms of
the Money Purchase Pension Plan.


 


The account for a Plan
Year under this Section 4.1(a) shall be credited on the last day of
the Plan Year (or on a quarterly basis during the Plan Year under rules established
by the Plan Administrator for a Member during the period such Member is not
entitled to participation at the highest contribution level in the Money Purchase
Pension Plan).


 


(b)           The
account shall be adjusted at the end of each Plan Year (and as of the
Commencement Date if the Commencement Date is not the end of a Plan Year) under
rules established by the Plan Administrator to reflect the increase or decrease
that would have been incurred by the account if the account had been invested
for the applicable period in the investments selected in advance by the Member
from those made available by the Plan Administrator, or to the extent no
selection has properly been made, by adjusting the account to


 


vi





















 


reflect the increase or
decrease that would have been incurred by the account for the applicable period
if the account had been invested for the applicable period in the fixed income
fund selected in its sole discretion by the Plan Administrator. The Plan
Administrator shall prescribe such rules as it deems necessary or
appropriate regarding the adjustments to be made to the account to reflect the
timing of investment elections made by the Member and the timing of amounts
being credited or debited to the account.


 


(c)           The
account of a Member shall be debited with the amount paid to or on behalf of
the Member under this Plan.


 


4.2          Statement
of Accounts.  The Plan Administrator
shall provide to each Member within one hundred twenty (120) days after the
close of each Plan Year, a statement in such form as the Plan Administrator
selects setting forth the balance in the account of the Member as of the last
day of the Plan Year just ended.


 


4.3          Accounting
Device Only.  The account shall be
utilized solely as a device for the measurement and determination of the
amounts to be paid to the Member under this Plan.  The account shall not constitute or be
treated as a trust fund of any kind.


 


4.4          Benefit
Payment.  A Member shall be entitled
to a payment equal to the amount credited to his or her account as of the
Commencement Date.  The payment shall
commence to be paid on the date that is 30 days following the Commencement Date
or as soon thereafter as administratively feasible.


 


4.5          Form of
Payment.  The amount due the Member
shall be paid in one of the following forms as elected 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 (including any election made under the
Huntsman SERP relating to the liabilities transferred to the Plan):


 


(a)           single
lump sum payment;


 


(b)           a
life annuity on the life of the Member purchased for an amount equal to the
amount credited to the account from a legal reserve life insurance company;


 


(c)           a
joint and survivor annuity with an annuitant selected by the Member purchased
for an amount equal to the amount credited to the account from a legal reserve
life insurance company; or


 


(d)           installments
over a period certain selected by the Member that does not exceed 10 years.


 


In the event payment is
made in installments, the account used to measure the amount due the Member
shall continue to be adjusted under rules prescribed by the Plan
Administrator as provided in Section 4.1(b).  In the event no form of payment is elected,
the amount due the Member shall be paid in a form of a single lump sum payment.  Notwithstanding the foregoing, in the event
the account


 


vii





















 


of the Member does 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.


 


4.6          Election To Change Form of
Payment.  Prior to January 1, 2007, a Member may change his or 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 Termination 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 or 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; and


 


(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 4.6,
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) or (c) of Section 4.5
to the other annuity form 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.


 


4.7          Payment
to Beneficiary.  In the event a
Member dies before benefits commence to be paid to the Member (or the Member is
receiving benefits in the form of installment payments which have not been
fully paid to him), the Employer shall pay any remaining amount due on behalf
of the Member hereunder to the Beneficiary of the Member.  Such payment shall be in the form of a single
cash payment and 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 person entitled at the death
of the Member under the terms of the Money Purchase Pension Plan to receive any
death benefits payable under the Money Purchase Pension Plan on account of the
death of that Member.  If there is no
Beneficiary after 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 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.


 


viii





















 


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 change is
necessary to keep the Plan in compliance with the applicable provisions of law,
including Code Section 409A, so as to avoid adverse income tax
consequences to participants in the Plan.. 
In the event of a termination, benefits shall be retained under the
terms of the Plan until the Member reaches his or her Commencement Date under
the Plan; provided, however the liabilities of this Plan may in the discretion
of the Employer be transferred to another plan or program 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


 


ix





















 


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 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
or her in connection with any claims against him or her by reason of his or her
conduct in the performance of his or 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.


 


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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.


 


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

  	
   

  
						



 


xi





















 


	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN ADVANCED
  MATERIALS AMERICAS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
									



 


xii





















 


	
   

  	
  HUNTSMAN POLYMERS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN EXPANDABLE
  POLYMERS COMPANY, LC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PROPYLENE
  OXIDE LTD

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TIOXIDE AMERICAS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter
  R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
						



 


xiii





















 


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 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) merged into the Huntsman Defined Benefit
Pension Plan and its participants became participants in the Huntsman Defined
Benefit Pension Plan.  As of July 1,
2004, participants in the EPP and the Excess Plan became participants in the
Huntsman Supplemental Executive Retirement Plan (the “Huntsman SERP”) in
connection with the transfer of the liabilities of the EPP and the Excess Plan
to the Huntsman SERP pursuant to a Merger Agreement (the “Merger”).  As of July 1, 2004, International also
became a participating employer in the Huntsman Money Purchase Pension 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)           Service
Credits.  Participants shall be granted credit for service from July 1, 1998
under the Plan regardless of actual service, consistent with the service
credits granted to eligible employees of International as of July 1, 2004
under the Huntsman Money Purchase Pension Plan. 
This service shall be taken into account both for purposes of
determining the annual contribution allocations under Section 4.1(a)(1) of
the Plan and also as part of the Years of Service under Section 3.17 of
the Plan for purposes of determining whether the Participant is a Vested Member
under Section 3.16 of the Plan.


 


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(3)           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.


 


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