Exhibit
10.3


 


HUNTSMAN


SUPPLEMENTAL
SAVINGS PLAN


(restated January 1,
2005)


 


This is the Supplemental
Savings Plan of Huntsman LLC as restated effective January 1. 2005.  It is effective as of January 1, 2005
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 January 1, 2005 and the terms of this Plan as it existed prior to
its restatement effective January 1, 2005 shall be disregarded.  Notwithstanding the foregoing, the benefits
of a Member whose employment terminates prior to January 1, 2005 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 SAVINGS PLAN” and is hereinafter sometimes referred to as the “Plan”.


 


ARTICLE II


 


PURPOSE


 


2.1                               Purpose.  This Plan has been created for the primary
purpose of providing certain key employees with the flexibility to defer the
receipt of income, including amounts that cannot be deferred under the
provisions of the Salary Deferral Plan because of legal limitations applicable
to that plan.  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                               Special Effective Dates.  The following provisions are subject to special
effective dates:


 


(a)                                  Section 3.4
defining “Change of Control” is effective March 1, 2005.  For the period prior to March 1, 2005,
there is no event that would constitute a “Change of Control” for purposes of
the Plan.


 





















 


(b)                                 Section 3.10
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.  Section 3.10
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).


 


ARTICLE III


 


DEFINITIONS


 


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


 


3.1                               Accounts.  The words “ACCOUNTS” shall mean the Deferral
Account described in Section 4.2 and the Supplemental Matching Account
described in Section 4.3.


 


3.2                               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.


 


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


 


3.4                               Change
of Control.   The words “Change of
Control” shall mean the occurrence of one or more of the following events:


 


(a)                                  any
person or group (as such terms are used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934 as amended (the “Exchange Act”)), other
than Mr. Jon M. Huntsman, his spouse, direct descendants, an entity or
trust controlled by any of the foregoing, or any trust for the benefit of any
of the foregoing (the “Huntsman Group”) or MatlinPatterson Global Opportunities
Partners L.P. or any affiliate thereof (the “MatlinPatterson Group”), is or
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a person shall be deemed to have beneficial
ownership of all securities that such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time) of 35%
or more of the then outstanding voting stock of Huntsman Corporation; or


 


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(b)                                 the
replacement of a majority of the Board of Directors of Huntsman Corporation
over a two-year period from the directors who constituted such group at the
beginning of such period, and such replacement shall not (1) have been
approved by a vote of at least a majority of the Board of Directors of Huntsman
Corporation then still in office who either were members of the Board of
Directors at the beginning of such period or whose election as a member of the
Board of Directors was previously so approved, or (2) have been elected or
nominated for election by one or more members of the Huntsman Group or the
MatlinPatterson Group.


 


An event described in
paragraph (a) or (b) shall be a “Change of Control” only if such event
is determined by the Plan Administrator to be a “change in the ownership or
effective control of the corporation” within the meaning of Code Section 409A(a)(2)(A)(v).


 


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


 


3.6                               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.


 


3.7                               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 Plan Administrator; and


 


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(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 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.


 


3.8                               Deferral
Account.  The words “DEFERRAL ACCOUNT”
shall mean the account maintained on the books of the Employer as described in Section 4.2.


 


3.9                               Effective
Date.  The “EFFECTIVE DATE” of this
Plan as restated shall be January 1, 2005; the original Effective Date of
this Plan was January 1, 2003


 


3.10                        Employer.  The word “EMPLOYER” shall mean Huntsman
International LLC or any successor thereof, if its successor shall adopt this
Plan.  In addition, unless the context
indicates otherwise, as used in this Plan the term “EMPLOYER” shall also mean
and include all participating employers 
The following entities are participating employers as of the Effective
Date of this restatement of the Plan:


 


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.


 


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 will
thereby become a participating employer in this Plan.  This permission shall be granted under such
conditions and upon such conditions as the board of directors of Huntsman
International LLC 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 obligations of an Employer hereunder
shall be limited to the employees of that Employer participating in this Plan.


 


3.11                        Member.  The word “Member” shall mean those executive
employees of an Employer participating in the Plan at the Effective Date of its
restatement.  In addition, it means an


 


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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 and whether
to designate an employee a Temporary Transferee subject to the limitations of Section 4.5).  In the event an individual ceases to be a
Member of the Plan or otherwise experiences a change in status, any right to
make deferrals into this Plan shall thereupon cease. 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.


 


3.12                        Plan.  The word “PLAN” shall mean the Supplemental
Savings 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                        Plan
Year.  The words “PLAN YEAR” shall
mean the calendar year.


 


3.15                        Salary
Deferral Plan.  The words “SALARY
DEFERRAL PLAN” shall mean the Huntsman Salary Deferral Plan and any successor
to that Plan.


 


3.16                        Salary
Deferral Plan Member.  The words “PLAN
MEMBER” shall mean any Member of this Plan who is participating in the Salary
Deferral Plan.


 


3.17                        Supplemental
Matching Account.  The words “SUPPLEMENTAL
MATCHING ACCOUNT” shall mean the account maintained on the books of the
Employer as described in Section 4.3.


 


3.18                        Termination
Date.  The words “TERMINATION DATE”
shall mean the date a Member ceasing to render services to 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 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).


 


3.19                        Unforeseeable Emergency.  The words “Unforeseeable Emergency” of a
Member shall mean a severe financial hardship to the Member resulting from an
illness or accident of the


 


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Member, the spouse
of the Member or a dependent (within the meaning of Code Section 152(a))
of the Member, loss of the Member’s property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Member that is determined by the Plan Administrator
to be an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).


 


ARTICLE IV


 


ACCOUNTS


 


4.1                               Deferral
Election.


 


(a)                                  To
the extent permitted by (b) below, each Member may elect to defer the
receipt of a portion of his or her Compensation.  Subject to (c) below, the election must
be made prior to the beginning of the year during which the services are
performed to which the Compensation relates and it cannot be modified on or
after the beginning of such year. 
Notwithstanding the forgoing, a Member who first becomes a Member during
a year may make an election within 30 days of the date he or she first becomes
a Member which election shall apply to Compensation relating to services
performed after the election is made. For purposes of determining when a Member
first becomes a Member of the Plan, any other plan of the Employer that must be
aggregated with this Plan for purposes of applying the requirements of Code Section 409A
shall be treated as part of this Plan. 
An election expires at the end of the year to which it relates.  An election shall be in writing and shall
conform to the applicable rules and procedures established by the Plan
Administrator.


 


(b)                                 A
Member may not elect to defer more than 75 percent of the Compensation of the
Member which relates to the year to which the election relates (applying this
limit separately to bonus payments in the discretion of the Plan
Administrator).


 


(c)                                  The Plan Administrator may provide for
separate elections with respect to regular salary and bonus payments.  To the extent an election relates to bonus
payments which are determined by the Plan Administrator to qualify for the special
election rules applicable to performance-based compensation under Code Section 409A,
the election will be timely for purposes of (a) above if it is made no
later than six months before the end of the performance period for the bonus as
determined under Code Section 409A. 
Such election cannot be modified on or after the date that is six months
before the end of the performance period.


 


(d)                                 Notwithstanding the restrictions on the
modification of elections of (a) and (c) above, a Member who
experiences an Unforeseeable Emergency may elect to cancel any deferral
elections made under this Plan.  The
cancellation shall be applicable to all payroll periods of the year ending
after the cancellation.  Following a
cancellation, no further elections of deferral may be made with respect to
Compensation for services rendered during that year.


 


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4.2                               Establishment
and Determination of Deferral Account.  The Employer shall
establish a Deferral Account on its books for each Member that is an employee
of that Employer.  The Deferral Account
of a Member shall be credited with each of the following:


 


(a)                                  Under
rules established by the Plan Administrator, the Employer shall credit to
the Deferral Account of the Member the amount specified in a proper election of
the Member under Section 4.1 at the time the Compensation would otherwise
have been paid to the Member. The Compensation actually paid to the Member for
the period by the Employer shall be reduced by the amount credited to the
Deferral Account under this Section 4.2(a).


 


(b)                                 As
of the end of each month, and as of the date the benefit is payable under Article V,
the Employer shall adjust the Deferral Account of a Member under rules established
by the Plan Administrator to reflect the increase or decrease that would have
been incurred by the account since the last day of the preceding month 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 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.


 


(c)                                  The
Plan Administrator shall prescribe such rules as it deems necessary or
appropriate regarding the adjustments to be made to the Deferral Accounts to
reflect the timing of investment elections made by the Member and the timing of
amounts being credited or debited to the Deferral Accounts.


 


The Deferral Account
balance of a Member shall be debited with the amount paid to or on behalf of
the Member under this Plan related to that account.


 


4.3                               Establishment
and Determination of Supplemental Matching Account.  Subject to Section 4.5, the Employer
shall establish a Supplemental Matching Account on its books for each Salary
Deferral Plan Member that is an employee of that Employer.  The Supplemental Matching Account of a Salary
Deferral Plan Member shall be credited with each of the following:


 


(a)                                  As
of the end of each Plan Year, the positive difference, if any, between (1) and
(2) below:


 


(1)                                  The
matching contribution allocations that would have been credited to the account
of the Salary Deferral Plan Member for the Plan Year if those allocations had
been made under the Salary Deferral Plan (i) by taking into account the
deferrals made by the Member under the Salary Deferral Plan and Section 4.1
of this Plan,  (ii) by taking into
account the Compensation of the Member for the Plan Year, and (iii) without
taking into account the limitations of 
Code Sections 415, 401(k), 401(m) and 401(a)(17).


 


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(2)                                  The
matching contribution allocations that have been credited to the account of
said Salary Deferral Plan Member under the Salary Deferral Plan for the Plan
Year in accordance with the terms of the Salary Deferral Plan.


 


(b)                                 As
of the end of each month, and as of the date the benefit is payable under Article V,
the Employer shall adjust the Supplemental Matching Account of a Salary
Deferral Plan Member under rules established by the Plan Administrator to
reflect the increase or decrease that would have been incurred by the account
since the last day of the preceding month 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 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.


 


(c)                                  The
Plan Administrator shall prescribe such rules as it deems necessary or
appropriate regarding the adjustments to be made to the Supplemental Matching
Accounts to reflect the timing of investment elections made by the Member and
the timing of amounts being credited or debited to the Supplemental Matching
Accounts.


 


The Supplemental Matching
Account balance of a Member shall be debited with the amount paid to or on
behalf of the Member under this Plan related to that account.


 


4.4                               Special Expatriate Credits.


 


(a)                                  Notwithstanding Section 4.1, a
Member who is an Expatriate temporarily assigned to a country in which an
election to defer salary into the Plan is not allowed by domestic labor law
shall not be able to elect any deferrals under Section 4.1 relating to
Compensation for services during such assignment.


 


(b)                                 To the extent a Member who is an
Expatriate is unable to make elective deferrals under this Plan during the
temporary assignment, whether because of legal prohibitions or because of the
tax costs under the laws of the applicable jurisdiction, the following shall
apply:


 


(1)                                  The Employer in its discretion may credit
from time to time to the Deferral Account of the Member an amount as determined
by the Employer which credit shall be treated for purposes of the Plan as if it
were made under a deferral election under Section 4.1 (including the
crediting of amounts under Section 4.3 to the Supplemental Matching
Account of the Member with respect to such credits); provided, however, unless
otherwise provided in writing by the Employer to the Plan Administrator at the
time such credits are made, upon the return of the Member to service in the
United States the accounts of the Member shall be adjusted to remove all such
credits provided under this subparagraph (1), including any related credits to
the Supplemental Matching Account of the Member under Section 4.3 and
interest credited thereon, from the accounts of the Member unless the Plan
Administrator determines that such Member


 


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received a favorable end
of assignment evaluation upon his or her return to the United States following
completion of the assignment.


 


(2)                                  Upon the return of the Member to service
in the United States, the Member may make a special election from time to time
under rules established by the Plan Administrator to make elective
deferrals to this Plan from Compensation relating to services provided
following the foreign assignment that the Member would have deferred under this
Plan during such assignment if the Member had been employed in the United
States.  Such election shall be subject
to the requirements of Section 4.1, including the requirements that the
election be made during the year prior to the year during which the services
are provided to which the Compensation relates. 
In determining the extent to which the Member may make elections to
defer Compensation under this subparagraph, there shall be taken into account
any credits to the accounts of the Member made under subparagraph (1) above
which have not been removed from the applicable accounts under subparagraph (1) upon
the return of the Member and the rate of deferrals by the Member under the Plan
prior to the temporary foreign service. 
At the time deferrals based upon a proper election under this
subparagraph are credited to the Deferral Account of the Member, the
Compensation actually paid to the Member for the period by the Employer shall
be reduced.  Under rules established
by the Plan Administrator, appropriate credits shall be made to the
Supplemental Matching Account under Section 4.3 and appropriate interest
shall be credited to the accounts applying the interest credit provisions of
Sections 4.2 and 4.3 so that the Member making a deferral hereunder is in
substantially the same position under the Plan as if the Member had deferred
such amounts during the temporary foreign service.


 


(d)                                 “Expatriate” means any Member who is or
has been assigned to work temporarily outside of the United States for the
Employer or an Affiliate.


 


4.5                               Temporary Transferee. 
If the Member is a Temporary Transferee for a plan year, the Member
shall not receive any credits under Section 4.3 for the plan year.  A Member is a Temporary Transferee for a plan
year if the Member is described in any of the following:


 


(a)                                  A Member who is transferred to the
employment of the Employer in the United States from a non-United States
affiliate who is determined by the Plan Administrator to have a temporary
assignment; or


 


(b)                                 A Member determined by the Plan
Administrator to be accruing benefits for the same service under an employee
benefit plan sponsored by a non-United States affiliate of the Employer
designed to provide basic retirement benefits to a broad group of employees; or


 


(c)                                  A Member who is designated a Temporary
Transferree under Section 3.11.


 


4.6                               Statement
of Accounts.  The Plan Administrator
shall provide to each Member within ninety (90) days after the close of each
Plan Year, a statement in such form as the Plan Administrator selects setting
forth the balance, if any, in the Deferral Account of the Member and the


 


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balance, if any, in the
Supplemental Matching Account as of the last day of the Plan Year just ended.


 


4.7                               Accounting
Device Only.  The Deferral Account
and the Supplemental Matching 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.  Neither the Deferral Account
nor the Supplemental Matching Account shall constitute or be treated as a trust
fund of any kind.


 


ARTICLE V


 


PAYMENT
OF ACCOUNTS


 


5.1                               Benefit
Payment.  A Member shall be entitled
to a payment equal to the amount credited to his or her Accounts 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.


 


5.2                               Form of
Payment.  The amount due the Member
shall be paid in one of the following forms as selected by the Member in his or
her initial election form 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)  single lump sum
payment; or


 


(b)  substantially
equal monthly installments over a period certain selected by the Member that
does not exceed 10 years.


 


In the event payment is
made in installments, the Accounts used to measure the amount due the Member
shall continue to be adjusted for interest under rules prescribed by the
Plan Administrator in accordance with the provisions of Section 4.2(b) and
Section 4.3(b).  In the event no
form of payment is properly elected, the amount due the Member shall be paid in
the form of a single lump sum payment. 
Notwithstanding the foregoing, if the amount due the Member hereunder
does not exceed $25,000, the amount due shall be paid the Member in the form of
a single cash payment without regard to the form of payment properly elected by
the Member.


 


5.3                               Change
in 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.


 


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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.


 


The word “Disability”
shall mean an impairment which results in the Member being disabled within the
meaning of Section 409A(a)(2)(C) of the Code as determined by the
Plan Administrator.


 


5.4                               Payment
to Beneficiary.  In the event a
Member dies before receiving his or her full benefit under this Plan, 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.  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, and the Member is a Salary Deferral Plan
Member, then the Beneficiary shall be the person entitled under the terms of
the Salary Deferral Plan to receive any death benefits payable under the Salary
Deferral Plan on account of the death of that Plan 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.


 


5.5                               Distribution During
Employment.   Prior to the
Commencement Date, a Member may request a distribution of all or a portion of
the amount credited to his or her Accounts in the event of an Unforeseeable
Emergency.  The Plan Administrator shall
determine, in a non-discriminatory manner, whether a Member has an
Unforeseeable Emergency.  A distribution
may be made under this Section only if such distribution does not exceed
the amount required to meet the immediate financial need created by the
Unforeseeable Emergency (including the tax costs of the distribution) and is
not reasonably available from other resources of the Member, including
reimbursement or compensation from insurance, liquidation of assets to the
extent the liquidation does not cause severe financial hardship, and the
cancellation of deferrals under this Plan and any other plan of the Employer.


 


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ARTICLE VI


 


CHANGE OF
CONTROL BENEFIT


 


In the event of a Change
of Control that is a “change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the
corporation” under Code Section 409A(a)(2)(A)(v) and applicable
regulations with respect to the Member, the Member (or the Beneficiary of the
Member if the Member is deceased) shall be entitled to receive an amount equal
to the value of the Accounts of the Member, if any, as of the date of the
Change of Control as determined by the Plan Administrator.   The benefits payable under this Article VI
shall be paid in the form of a single cash lump sum payment on a date that is
60 days of the date of the Change of Control or as soon thereafter as is
administratively feasible.


 


ARTICLE VII


 


ADMINISTRATION
OF THE PLAN


 


7.1                               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.


 


7.2                               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.


 


7.3                               Amendment
and Termination.  The sponsoring
Employer may amend or terminate the Plan at any time (and any other Employer
may terminate the Plan with respect to the participation in the Plan of its
employees), provided, however, that no such amendment or termination shall
adversely affect a benefit to which a Member or the Beneficiary of such Member
would be entitled under Article V prior to the date of such amendment or
termination if the employment of the Member 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 at anytime so long as the amendment does
not materially increase the cost of the Plan to the Employer.


 


12





















 


If a Member of the Plan
elects during calendar year 2005 to terminate participation in a plan that is
aggregated with this Plan for purposes of Code Section 409A, such election
shall also terminate the participation of the Member in this Plan as of the
same date and the benefits of the Member under this Plan shall be determined as
if a Change of Control with respect to the Member has occurred as of the date of
the election and such benefits shall be paid to the Member in the time and
manner set forth in Article VI.


 


7.4                               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.


 


7.5                               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.


 


7.6                               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.


 


7.7                               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 or 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.


 


7.8                               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.


 


7.9                               Finances.  The costs of the Plan shall be borne by the
Employer.  The rights of the Member (or
of his or her 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
that may be established by the Employer shall not be deemed to be held as
security for the performance


 


13





















 


of the obligations of the
Employer under this Plan. 
Notwithstanding the foregoing, to the extent under the terms of any
trust set up by an 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.


 


7.10                        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.


 


7.11                        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.


 


7.12                        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.


 


7.13                        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 VIII


 


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.


 


To the extent a
succeeding Employer permits an Employee to participate in this Plan, such
Employer shall determine the extent to which the prior elections made by the
Member shall continue to apply to the Member. 
In the event the Member is transferred to an Affiliate that does not
participate in this Plan, the Member shall cease to be eligible to make
deferrals under this Plan but the former Employer shall continue to maintain
the Accounts of the Member until the benefits become payable to the Member
hereunder.


 


14





















 


Dated 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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
						



 


15





















 


	
   

  	
  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

  	
   

  
						



 


16





















 


SCHEDULE FOR
HUNTSMAN INTERNATIONAL LLC


 


Effective July 1,
2004, Huntsman International LLC ( “International”) became a participating
employer in the Plan in connection with the transfer of the liabilities of the
Executive Retirement Plan for Key Employees of the Polyurethanes Business (the “International
Plan”) sponsored by International to this Plan and the merger of the
International Plan into this Plan pursuant to a Merger Agreement between
Huntsman LLC and International.  The
following provisions override any conflicting provisions of the Plan and shall
govern with respect to the employees of International.  Unless otherwise indicated, terms have the
meaning assigned in the Plan.


 


(1)                                 Eligibility.  The employees of International who were
participating in the International Plan shall be participants in the Plan
effective July 1, 2004 subject to the authority of International to adjust
the status of any of its employees for purposes of the Plan in accordance with Section 3.11
of the Plan.  The elections made by a
participant with respect to deferrals of compensation in effect under the
International Plan at the time of the merger of the International Plan shall be
effective immediately following the merger under the Plan, subject to any right
to change the election made by the participant in accordance with the terms of
the Plan at it exists at that time.


 


(2)                                 Credits
under International Plan.  Amounts
credited to the accounts of a participant in the International Plan as of the
date of the merger shall be credited to the accounts of such participant under
the Plan and shall be an obligation of International under the Plan.  The International Plan shall cease to exist
in connection with the merger and participants in the International Plan shall
only have the benefits provided under the Plan, including this Schedule to
the Plan.  Any adjustment to such
accounts following the merger shall be in accordance with the terms of the
Plan, including any adjustments for hypothetical earnings.  Benefits shall be paid in such form and at
such time as provided in accordance with the terms of the Plan.


 


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


 


17