<PAGE>

                                                                     Exhibit 4.4


                           LYONDELL CHEMICAL COMPANY
                            401(K) AND SAVINGS PLAN
                            AS AMENDED AND RESTATED



                            Effective April 1, 2002
<PAGE>

                           LYONDELL CHEMICAL COMPANY
                            401(K) AND SAVINGS PLAN


                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
SECTION 1 DEFINITIONS..............................................................  2
     1.1   Acquisition Loan........................................................  2
     1.2   ACP or Actual Contribution Percentage...................................  2
     1.3   ACR or Actual Contribution Ratio........................................  2
     1.4   ADP or Actual Deferral Percentage.......................................  2
     1.5   ADR or Actual Deferral Ratio............................................  2
     1.6   After-Tax Contribution..................................................  3
     1.7   After-Tax Matching Contribution.........................................  3
     1.8   Alternate Payee.........................................................  3
     1.9   Anniversary Date........................................................  3
     1.10  Base Pay................................................................  3
     1.11  Benefits Administrative Committee.......................................  4
     1.12  Catch-Up Contribution Limit.............................................  4
     1.13  Code....................................................................  4
     1.14  Company.................................................................  4
     1.15  Company Contribution....................................................  4
     1.16  Compensation Committee..................................................  4
     1.17  Credited Company Service................................................  4
     1.18  Current Obligations.....................................................  5
     1.19  Direct Rollover.........................................................  5
     1.20  Disqualified Person.....................................................  5
     1.21  Distributee.............................................................  5
     1.22  Effective Date..........................................................  5
     1.23  Elective Deferral or Deferral...........................................  5
     1.24  Eligible Rollover Distribution..........................................  5
     1.25  Eligible Retirement Plan................................................  6
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                 <C>
     1.26  Employee................................................................  6
     1.27  Employment Date.........................................................  6
     1.28  ERISA...................................................................  6
     1.29  ESOP....................................................................  6
     1.30  Excess Aggregate Contribution...........................................  6
     1.31  Excess Elective Deferral................................................  6
     1.32  Excess Employer Contribution............................................  6
     1.33  Financed Shares.........................................................  7
     1.34  Former Employer Stock...................................................  7
     1.35  Highly Compensated Employee.............................................  7
     1.36  Hours of Service........................................................  8
     1.37  Income Tax Regulations..................................................  9
     1.38  Leased Employees........................................................  9
     1.39  Member..................................................................  9
     1.40  Member's Account or Account.............................................  9
     1.41  Member Contribution.....................................................  10
     1.42  Member Fund Subaccount..................................................  10
     1.43  Non-Elective Contribution...............................................  10
     1.44  Non-Highly Compensated Employee.........................................  10
     1.45  Normal Retirement Age...................................................  10
     1.46  Party in Interest.......................................................  10
     1.47  Plan....................................................................  10
     1.48  Plan Sponsor............................................................  10
     1.49  Plan Year...............................................................  10
     1.50  Predecessor Service.....................................................  11
     1.51  Prior Millennium Plan Account...........................................  11
     1.52  Prior Plan..............................................................  11
     1.53  Qualified Domestic Relations Order......................................  11
     1.54  Qualified Non-Elective Contribution.....................................  11
     1.55  Qualified Participant...................................................  11
     1.56  Recharacterized Contribution............................................  12
     1.57  Reemployment Date.......................................................  12
     1.58  Rollover Contribution...................................................  12
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                 <C>
     1.59  Salary Reduction Agreement..............................................  12
     1.60  Savings Contribution....................................................  12
     1.61  Service Period..........................................................  12
     1.62  Severance from Service Date.............................................  13
     1.63  Severance Period........................................................  13
     1.64  Subsidiary or Affiliate.................................................  13
     1.65  Tender Offer............................................................  13
     1.66  Transferee Employee.....................................................  14
     1.67  Transferor Company......................................................  14
     1.68  Trust Agreement.........................................................  14
     1.69  Trust Fund..............................................................  14
     1.70  Trustee.................................................................  14
     1.71  Unallocated Stock Account...............................................  14
     1.72  Unallocated Stock Earnings Account......................................  14
     1.73  Valuation Date..........................................................  14
     1.74  Vesting Service.........................................................  14
     1.75  Withdrawable Amounts....................................................  15
     1.76  Work Absence for Family or Medical Reasons..............................  15
SECTION 2 MEMBERSHIP - ELIGIBILITY AND PARTICIPATION...............................  16
     2.1   Membership..............................................................  16
     2.2   Enrollment..............................................................  16
     2.3   Membership Termination..................................................  17
SECTION 3 MEMBER CONTRIBUTIONS.....................................................  18
     3.1   Member Contributions....................................................  18
     3.2   Timing of Contributions.................................................  19
     3.3   Suspension of Contributions.............................................  19
     3.4   Annual Dollar Limit on Elective Deferrals...............................  19
     3.5   Actual Deferral Percentage Test.........................................  20
     3.6   Return of Elective Deferrals to Members.................................  22
     3.7   Rollover Contributions..................................................  26
     3.8   Catch-Up Contributions..................................................  26
SECTION 4 COMPANY CONTRIBUTIONS....................................................  27
     4.1   Company Contributions...................................................  27
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                  <C>
     4.2   Timing of Contribution...................................................  27
     4.3   Members Excluded From Contribution.......................................  27
     4.4   Vesting..................................................................  28
     4.5   Forfeitures..............................................................  28
     4.6   Contribution Percentage Test.............................................  28
     4.7   Distribution of Excess Contributions to Members..........................  30
     4.8   Mandatory Disaggregation of Certain Plans................................  31
     4.9   Section 415 Limits.......................................................  32
     4.10  Release of Shares from Unallocated Stock Account.........................  37
     4.11  Minimum Company Contributions............................................  37
SECTION 5 FINANCED SHARES...........................................................  38
     5.1   Acquisition Loans........................................................  38
     5.2   Payments on Acquisition Loan.............................................  39
SECTION 6 INVESTMENT OF MEMBERS' ACCOUNTS...........................................  41
     6.1   Members' Accounts........................................................  41
     6.2   Investment of Elective Deferrals, Savings Contributions,  Rollover
           Contributions Qualified Non-Elective Contributions and Non-Elective
           Contributions............................................................  41
     6.3   Investment of Company Contributions......................................  41
     6.4   Funds Invested in Former Employer Stock..................................  42
     6.5   Stock Sale and Reinvestment..............................................  42
     6.6   Changes Among Other Investment Options...................................  42
     6.7   Common Stock Purchase and Sale...........................................  42
     6.8   Voting or Tender of Stock................................................  43
     6.9   Title of Investments.....................................................  46
     6.10  Dividend Allocation......................................................  46
     6.11  Member Account Valuation.................................................  47
     6.12  Determining Income or Loss and Appreciation or Depreciation..............  47
     6.13  Voting Investment Funds..................................................  47
     6.14  Investment Advisory Fees.................................................  48
     6.15  Member Protection........................................................  48
SECTION 7 ELECTIVE DEFERRAL WITHDRAWALS DUE TO FINANCIAL HARDSHIP...................  49
     7.1   Withdrawal Application...................................................  49
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                                   <C>
     7.2   Basis for Withdrawal......................................................  49
     7.3   Conditions to Payment.....................................................  49
     7.4   Additional Requirements...................................................  50
SECTION 8 WITHDRAWALS DURING EMPLOYMENT..............................................  51
     8.1   In General................................................................  51
     8.2   Total Withdrawals.........................................................  51
     8.3   Partial Withdrawals.......................................................  51
     8.4   Special ESOP Distribution Rule............................................  52
     8.5   Irrevocable Election......................................................  52
     8.6   Payment Form..............................................................  52
SECTION 9 LOANS TO MEMBERS...........................................................  53
     9.1   General Provisions........................................................  53
     9.2   Loan Procedures...........................................................  53
     9.3   Loan Amount...............................................................  53
     9.4   Security..................................................................  53
     9.5   Deemed Distribution on Default............................................  53
SECTION 10 PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT, DEATH,
DISABILITY, RETIREMENT, DIVORCE OR OTHER REASONS.....................................  55
     10.1  Employment Termination....................................................  55
     10.2  Death.....................................................................  57
     10.3  Disability................................................................  57
     10.4  Divorce...................................................................  57
     10.5  Distributions.............................................................  58
SECTION 11 FACILITY OF PAYMENT AND LAPSE OF BENEFITS.................................  61
     11.1  Provision for Incapacity..................................................  61
     11.2  Undesignated Beneficiary or Inoperative Beneficiary Designation...........  61
     11.3  Payments..................................................................  61
SECTION 12 ADMINISTRATION............................................................  62
     12.1  Benefits Administrative Committee Appointment.............................  62
     12.2  Records and Procedures....................................................  62
     12.3  Benefits Administrative Committee: General Administrative Powers and
           Duties....................................................................  62
     12.4  Benefits Administrative Committee: Investment Powers and Duties...........  64
     12.5  Company to Supply Information.............................................  65
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                        <C>
     12.6   Payment of Expenses...........................................................  65
     12.7   Benefits Claims Procedure.....................................................  66
     12.8   Nondiscriminatory Operation...................................................  67
     12.9   Benefits Administrative Committee Liability and Liability Insurance...........  67
     12.10  Persons Serving in Dual Fiduciary Roles.......................................  67
     12.11  Compliance Matters............................................................  68
     12.12  Unlocated Member..............................................................  68
SECTION 13 AMENDMENTS, DISCONTINUANCE, LIABILITIES........................................  69
     13.1   Plan Amendment................................................................  69
     13.2   Termination...................................................................  69
     13.3   Company Liability.............................................................  70
SECTION 14 TOP HEAVY PROVISIONS...........................................................  71
     14.1   Definitions...................................................................  71
     14.2   Minimum Allocation............................................................  73
     14.3   Miscellaneous.................................................................  74
SECTION 15 FIDUCIARY PROVISIONS...........................................................  75
     15.1   Allocation and Delegation of Fiduciary Responsibility.........................  75
     15.2   Named Fiduciary...............................................................  75
     15.3   Benefits Administrative Committee.............................................  75
SECTION 16 MISCELLANEOUS..................................................................  76
     16.1   Payments and Benefits Not Assignable..........................................  76
     16.2   No Employment Right...........................................................  76
     16.3   Adjustments...................................................................  76
     16.4   Choice of Law.................................................................  76
     16.5   Merger, Consolidation or Asset Transfer.......................................  76
     16.6   Deductible Contributions......................................................  77
     16.7   Evidence Furnished Conclusive.................................................  77
     16.8   Name and Address Changes......................................................  77
     16.9   Release of Claims.............................................................  78
     16.10  Gender, Tense and Headings....................................................  78
     16.11  Notices.......................................................................  78
     16.12  Severability..................................................................  78
</TABLE>

                                      vi
<PAGE>

                           LYONDELL CHEMICAL COMPANY
                            401(K)AND SAVINGS PLAN


                                 INTRODUCTION


     WHEREAS, Lyondell Chemical Company (the "Plan Sponsor") adopted the
Lyondell Petrochemical Company 401(k) and Savings Plan (the "Predecessor Plan")
effective July 1, 1995; and

     WHEREAS, the Predecessor Plan was intended to qualify as a Stock Bonus Plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and as a Qualified Cash or Deferred Arrangement under Code Section
401(k); and part of the Predecessor  Plan (the "ESOP Part") was intended to
qualify as an Employee Stock Ownership Plan under Section 4975(e)(7) of the
Code, designed to invest primarily in Lyondell Chemical Company Common Stock;
and

     WHEREAS, the Plan Sponsor adopted this 401(k) and Savings Plan, as amended,
as a successor to the Predecessor Plan; and

     WHEREAS, effective April 1, 2002, the Plan Sponsor has amended this Plan to
incorporate certain changes in plan features and to reflect changes in the Code
and the ERISA.

     NOW THEREFORE, the Plan is hereby adopted as  amended, effective as of
April 1, 2002, in the form set forth hereafter, without a gap or lapse in
coverage, time or effect as a qualified plan under applicable Code provisions,
as follows:

                                       1
<PAGE>

                           LYONDELL CHEMICAL COMPANY
                            401(K) AND SAVINGS PLAN


                               PREAMBLE REGARDING
                             ESOP PART OF THE PLAN

     The purpose of the ESOP Part of the Lyondell Chemical Company 401(k) and
Savings Plan (the "Plan") is to permit eligible employees to share in the growth
and prosperity of Lyondell Chemical Company (the "Plan Sponsor") and to enable
employees to acquire stock ownership interests in the Plan Sponsor.  Company
Contributions to the Plan will be invested primarily in Lyondell Chemical
Company Common Stock or other qualifying employer securities.  The Plan also is
intended to provide the employees with an opportunity to accumulate capital for
their future economic security.

     The Plan is intended to constitute an "employee stock ownership plan" and
to meet the requirements of Code Sections 401(a), 409, 501(a), 4975(d)(3) and
4975 (e)(7) and Sections 407(d)(6) and 408(b)(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), to the extent applicable, so
the income of the trust maintained in connection with the Plan will be exempt
from taxation under Code Section 401(a), employer contributions under the Plan
may be deductible for federal income tax purposes under Code Section 404, and
certain loans to the Trustee will be exempt under Code Section 4975(d)(3) and
Section 408(b)(3) of ERISA from the prohibited transaction provisions of Code
Section 4975(c) and Sections 406 and 407 of ERISA.  Any Plan modification or
amendment may be made retroactively, as necessary or appropriate, to establish
and maintain these requirements and to meet any other applicable requirement of
the Code or ERISA.

                                       1
<PAGE>

                                   SECTION 1
                                  DEFINITIONS
                                  -----------

1.1  Acquisition Loan
     ----------------

     "Acquisition Loan" means each Loan, assumption of an obligation, or
     obligation (including a subscription for shares) obtained by the Trustee to
     acquire shares of Lyondell Chemical Company Common Stock or other
     qualifying employer securities (i) from a Disqualified Person or a Party in
     Interest or (ii) from any other person if the obligation payable to such
     other person is guaranteed by a Disqualified Person or a Party in Interest.
     For purposes of the preceding sentence, a guarantee includes an unsecured
     guarantee and the use of assets of a Disqualified Person or a Party in
     Interest as collateral for the Acquisition Loan (or other obligation), even
     though the use of assets may not be a guarantee under applicable state law.

1.2  ACP or Actual Contribution Percentage
     -------------------------------------

     "ACP" or "Actual Contribution Percentage" means the percentage for a
     specified group of eligible Employees for a Plan Year, determined by
     calculating the average of the ACRs for the Plan Year according to
     Paragraph 4.4.

1.3  ACR or Actual Contribution Ratio
     --------------------------------

     "ACR" or "Actual Contribution Ratio" means, subject to Paragraph 4.4, the
     ratio (calculated separately for each Employee in a specified group of
     eligible Employees of (a) the sum of any (i) Savings Contributions
     allocated to his Member Account for the Plan Year, (ii) Recharacterized
     Contributions, (iii) Company Contributions allocated to his Member Account
     for the Plan Year and (iv) to the extent taken into account under Section
     1.401(m)-1(b)(5) of the Income Tax Regulations and Paragraph 4.4, any (A)
     Elective Deferrals or (B) Qualified Non-Elective Contributions allocated to
     the Employee's Member Account for  that Plan Year over (b) the Employee's
     Compensation (as defined in Paragraph 4.4 to perform the ACP test) for the
     Plan Year.

1.4  ADP or Actual Deferral Percentage
     ---------------------------------

     "ADP" or Actual Deferral Percentage" means the percentage for a specified
     group of eligible Employees for a Plan Year, determined by calculating the
     average of the ADRs for the Plan Year according to Paragraph 3.5.

1.5  ADR or Actual Deferral Ratio
     ----------------------------

     "ADR" or "Actual Deferral Ratio" means, subject to Paragraph 3.5, the ratio
     (calculated separately for each Employee in a specified group of Eligible
     Employees) of (a) the sum of (i) Elective Deferrals and (ii) to the extent
     taken into account under Section 1.401(k)-1(b)(5) of the Income Tax
     Regulations and Paragraph 3.5, any (A) Company Contributions or (B)
     Qualified Non-Elective Contributions actually paid to the Trustee on behalf
     of each Employee for a Plan Year, and allocated to the Employee's Member

                                       2
<PAGE>

     Account for that Plan Year over (b) the Employee's Compensation (as defined
     in Paragraph 3.5 to perform the ADP test) for the Plan Year.

1.6  After-Tax Contribution
     ----------------------

     "After-Tax Contribution" means a Member's after-tax contribution to (a) a
     Prior Plan, (b) a plan maintained by Equistar Chemicals, LP or LYONDELL-
     CITGO Refining LP, or (c) another plan maintained by the Company.

1.7  After-Tax Matching Contribution
     -------------------------------

     "After-Tax Matching Contribution" means a matching company contribution
     made by the Company or a previous employer with respect to an After-Tax
     Contribution made before July 1995.

1.8  Alternate Payee
     ---------------

     "Alternate Payee" means a person determined to be an alternate payee under
     a QDRO.

1.9  Anniversary Date
     ----------------

     "Anniversary Date" means the 1/st/ day of January of each year after the
     Effective Date.

1.10 Base Pay
     --------

     "Base Pay" means the actual wages or salary paid to a Member for the
     Member's personal service as the Member's base rate of pay, including the
     amount of any salary reduction under Code Section 125 or Section 401(k),
     but excluding extra pay such as overtime, holiday, premiums, bonuses,
     living or other allowances and excluding any salary deferred under the
     Lyondell Chemical Company Executive Deferral Plan; provided, however, that
                                                        --------  -------
     a Member's Base Pay for a Plan Year shall not exceed the amount of regular
     wages or salary paid to the Member during the Plan Year.  Base Pay in
     excess of $200,000 (as adjusted under Code Section 401(a)(17)(B) (the
     "compensation limit")) shall be disregarded.

     For purposes of this definition and the corresponding limitations on
     compensation in Paragraphs 3.5, 4.4, 14.2(a) and 14.3(b), the following
     provisions shall apply:

     (a)  The cost-of-living adjustment in effect for a calendar year applies to
          any period, not exceeding 12 months, over which compensation is
          determined (the "determination period") beginning in the calendar
          year. If a determination period is less than 12 months, the
          compensation limit will be multiplied by a fraction, the numerator of
          which is the number of months in the determination period, and the
          denominator of which is 12; and

     (b)  If the Plan uses Base Pay in any prior determination period to
          determine an eligible Employee's benefits accruing in the current Plan
          Year, the Base Pay for that prior determination period shall be
          subject to the compensation limit in effect

                                       3
<PAGE>

          for that prior determination period; provided, however, that the
                                       ------  --------
          compensation limit is $160,000, for determination periods beginning
          prior to January 1, 1998.

     (c)  Effective January 1, 1997, family aggregation rules under Code Section
          401(a)(17) no longer apply.

1.11 Benefits Administrative Committee
     ---------------------------------

     "Benefits Administrative Committee" means the Benefits Administrative
     Committee appointed by the Compensation Committee.

1.12 Catch-Up Contribution Limit
     ---------------------------

     "Catch-Up Contribution Limit" means the dollar amount, as adjusted under
     Code Section 414(v)(2)(B) for the applicable Plan Year.

1.13 Code
     ----

     "Code" means the Internal Revenue Code of 1986, as amended, and regulations
     and other authority issued by appropriate governmental authority.
     References to any section of the Code or the Income Tax Regulations shall
     refer to any successor Code or Income Tax Regulations section or provision,
     as applicable.

1.14 Company
     -------

     "Company" means Lyondell Chemical Company and its Subsidiaries or
     Affiliates whose Employees are included in the Plan upon authorization of
     the Compensation Committee or its delegate(s) and upon adoption of this
     Plan by the Board of Directors or other equivalent governing body or
     authority of an authorized Subsidiary or Affiliate.

1.15 Company Contribution
     --------------------

     "Company Contribution" means the Company's contribution to the Plan on
     behalf of each eligible Member according to Paragraph 4.1.

1.16 Compensation Committee
     ----------------------

     "Compensation Committee" means the Compensation Committee of the Board of
     Directors of Lyondell Chemical Company.

1.17 Credited Company Service
     ------------------------

     "Credited Company Service" means Predecessor Service and any Service period
     with the Company or any Subsidiary or Affiliate.  A Severance Period less
     than twelve (12) months will be included as Credited Company Service.

                                       4
<PAGE>

1.18 Current Obligations
     -------------------

     "Current Obligations" means the amount required by the Trustee to meet its
     payment obligations for the Plan Year under all outstanding Acquisition
     Loans.

1.19 Direct Rollover
     ---------------

     "Direct Rollover" means a Plan payment to the eligible retirement plan
     specified by a Distributee.

1.20 Disqualified Person
     -------------------

     "Disqualified Person" means a person described in Code Section 4975(e)(2).

1.21 Distributee
     -----------

     "Distributee" means an Employee, former Employee, an Employee's or former
     Employee's surviving spouse, and an Employee's or former Employee's spouse
     or former spouse who is an Alternate Payee under a QDRO.

1.22 Effective Date
     --------------

     The "Effective Date" of this Plan shall be April 1, 2002.

1.23 Elective Deferral or Deferral
     -----------------------------

     "Elective Deferral" or "Deferral" means a reduction in a Member's Base Pay
     in whole percentages, from one percent through 50 percent of a Member's
     Base Pay, made according to a Salary Reduction Agreement, which is then
     transferred by the Company to the Trustee.

1.24 Eligible Rollover Distribution
     --------------------------------

     "Eligible Rollover Distribution" means any distribution of all or any
     portion of the balance to a Distributee's credit, including (a) any
     distribution that is one of a series of substantially equal payments made
     at least annually for the life (or life expectancy) of a Distributee or the
     joint lives (or joint life expectancies) of a Distributee and a
     Distributee's designated beneficiary, or for a specified period of ten
     years or more; (b) any distribution required under Code Section 401(a)(9);
     (c) the portion of any distribution not includable in gross income
     (determined without regard to the exclusion for net unrealized appreciation
     on employer securities); (d) hardship withdrawals under Section 7; and (e)
     any other amounts that are not eligible rollover distributions under
     Temporary Regulation Section 1.401(a)(31)-IT or other guidance issued by
     applicable governmental authority under Code Section 401(a)(31).

                                       5
<PAGE>

1.25 Eligible Retirement Plan
     --------------------------

     "Eligible Retirement Plan" means (a) an individual retirement account
     described in Code Section 408(a), (b) an individual retirement annuity
     described in Code Section 408(b), (c) an annuity plan described in Code
     Section 403(a); (d) an eligible deferred compensation plan described in
     Code Section 457(b); (e) an annuity contract described in Code Section
     403(b); or (f) a qualified trust described in Code Section 401(a), that
     accepts the Distributee's eligible rollover distribution. However, for
     purposes of a distribution of Member Savings Contributions, After Tax
     Contributions or any other portion of a Member's Account which consists of
     after tax Member contributions not includable in the Member's gross income,
     an eligible retirement plan means only those plans described in (a), (c)
     and (f), if the plan agrees to separately account for amounts transferred.

1.26 Employee
     --------

     "Employee" means any person who is employed by and carried on the Company's
     United States dollar payroll, including Leased Employees.

1.27 Employment Date
     ---------------

     "Employment Date" means the date an Employee first performs an Hour of
     Service for the Company.

1.28 ERISA
     -----

     "ERISA" means the Employee Retirement income Security Act of 1974, as
     amended, and the regulations and other authority issued by the appropriate
     governmental authority.  Reference to any ERISA section includes reference
     to any successor section or provision.

1.29 ESOP
     ----

     "ESOP" means an employee stock ownership plan described in Code Sections
     4975(e) or 409.

1.30 Excess Aggregate Contribution
     -----------------------------

     "Excess Aggregate Contribution" means an amount that exceeds the limits of
     the ACP test in Paragraph 4.4.

1.31 Excess Elective Deferral
     ------------------------

     "Excess Elective Deferral" means an amount that exceeds the limit of Code
     Section 402(g) for the applicable Plan Year.

1.32 Excess Employer Contribution
     ----------------------------

     "Excess Employer Contribution" means an amount that exceeds the limits of
     the ADP test in Paragraph 3.5.

                                       6
<PAGE>

1.33 Financed Shares
     ---------------

     "Financed Shares" means shares of Lyondell Chemical Company Common Stock or
     other qualifying employer securities acquired by the Trustee with the
     proceeds of an Acquisition Loan.

1.34 Former Employer Stock
     ---------------------

     "Former Employer Stock" means assets transferred from a Transferor Company
     Plan or contributed to this Plan or its predecessor and held in the form of
     British Petroleum American Depository Shares or Millennium Chemicals, Inc.
     Common Stock.

1.35 Highly Compensated Employee
     ---------------------------

     (a)  Effective January 1, 1997, "Highly Compensated Employee" means,
          subject to the subsequent provisions of this Paragraph, any Employee,
          who:

          (i)  was a five percent owner (as defined in Code Section 416(i)(1))
               at any time during the Plan Year for which the determination is
               being made (the "determination year") or during the 12-month
               period immediately preceding the Plan Year (the "look-back year")
               or

          (ii) for the look-back year, received compensation (described below)
               from the Company in excess of $80,000 (as adjusted as prescribed
               under Code Sections 414(l) and 415(d)), and was in the top 20% of
               Employees ranked on the basis of compensation paid during that
               year;

     (b)  Any Employee who is a non-resident alien who receives no earned income
          (within the meaning of Code Section 911(d)(2)) from the Company which
          constitutes income from sources within the United States (within the
          meaning of Code Section 861(a)(3)) shall not be treated as an Employee
          to determine whether an Employee is a Highly Compensated Employee.

     (c)  A former Employee who, with respect to the Company, had a "separation
          year" or a "deemed separation year" prior to the determination year
          will be treated as a Highly Compensated Employee for the determination
          year if that former Employee was (i) a Highly Compensated Employee in
          that former Employee's separation year or deemed separation year, or
          (ii) a Highly Compensated Employee in any determination year ending on
          or after that former Employee attained age 55.  An Employee who
          performs no services for the Company during a determination year
          (including a leave of absence throughout the determination year) is
          treated as a former Employee.  A "separation year" is the
          determination year during which the Employee separates from Company
          service; provided, however, an Employee who performs no services for
          the Company during a determination year will be treated as separated
          from Company service in the year in which that Employee last performed
          services for the Company.  An Employee who performs services for the
          Employer during a determination year will incur a "deemed separation
          year" if, in any determination year that ends before that

                                       7
<PAGE>

          Employee attains age 55, the Employee receives compensation in an
          amount less than 50% of the Employee's average annual compensation for
          the three consecutive calendar years before the determination year
          when the Employee received the greatest amount of compensation from
          the Company. An Employee will not be treated as a Highly Compensated
          Employee solely because of a deemed separation in a deemed separation
          year if, after that deemed separation and before the year the Employee
          actually separates, that Employee's compensation increased
          sufficiently to permit the Employee to be treated as having a deemed
          resumption of employment for the determination year, as prescribed
          under Code Section 414(q).

     (d)  The rules of Code Section 414(b), (c), (m) and (o) shall be applied
          before this Paragraph's provisions are applied, other than to
          determine who is a five percent owner. Notwithstanding any contrary
          provision, a Highly Compensated Employee shall be determined according
          to Code Section 414(q).

     (e)  Compensation, under this Paragraph, means compensation defined in
          Section 4.8(e)(ii).

1.36 Hours of Service
     ----------------

     "Hours of Service" means:

     (a)  Each hour, including Predecessor Service hours, for which an Employee
          is paid, or entitled to payment, for the performance of duties for the
          Company or any Subsidiary or Affiliate during the computation period
          in which the duties are performed;

     (b)  Each hour, including Predecessor Service hours, for which an Employee
          is paid, or entitled to payment, by the Company or any Subsidiary or
          Affiliate for a period of time when no duties are performed (whether
          or not the employment relationship has terminated) due to vacation,
          holiday, illness, incapacity (including disability), layoff, jury
          duty, military duty or leave of absence.  No more than 501 hours of
          service will be credited under this Paragraph for any single
          continuous period (whether or not that period occurs within a
          computation period); and

     (c)  Each hour, including Predecessor Service hours, for which back pay,
          irrespective of mitigation of damages, is either awarded or agreed to
          by the Company or any Subsidiary or Affiliate.  Hours shall be
          credited to the Employee for the computation period or periods to
          which the award or agreement pertains, not the computation period in
          which the award, agreement or payment is made.

     An Employee will be credited with 200 Hours of Service, to the extent
     required by federal law, for each month when the Employee is on active duty
     in the armed forces of the United States and for which the Employee is not
     paid or entitled to be paid by the Company or any Subsidiary or Affiliate,
     and with 200 Hours of Service for each month that membership may be
     maintained by the Employee under Paragraph 2.3(c).

                                       8
<PAGE>

     For all Plan purposes, an Employee shall be credited with 200 Hours of
     Service for each calendar month when he would be credited otherwise with
     one or more Hours of Service.

     Solely to determine whether a break in service has occurred in a
     computation period, and only to the extent it does not duplicate Hours of
     Service credited under any other provision of this Paragraph, an individual
     who has a Work Absence For Family or Medical Reasons shall receive credit
     for the Hours of Service which would have been credited to the individual
     but for the absence, or if hours cannot be determined, an individual will
     be credited with 10 Hours of Service per day of absence.  The Hours of
     Service for a Work Absence for Family or Medical Reasons shall be credited
     during the computation period when the absence began only to prevent a
     break in service in that period, but in all other cases, Hours of Service
     will be credited to the following computation period.

     Hours credited to any period under this Paragraph may not also be credited
     to the same period under any other provision. Hours shall be credited under
     (a), (b) and (c) according to U.S. Department of Labor Regulations under 29
     C.F.R. (S) 2530.200b-2, which are incorporated by reference.

     Notwithstanding any contrary Plan provision, service credit for qualified
     military service will be provided according to Code Section 414(u).

1.37 Income Tax Regulations
     ----------------------

     "Income Tax Regulations" means regulations issued under the Code

1.38 Leased Employees
     ----------------

     Effective as of January 1, 1997, "Leased Employees" means each person who
     is not an employee of the Company or a Subsidiary or Affiliate but who
     performs services for the Company or a Subsidiary or Affiliate according to
     an oral or written leasing agreement  between the Company or a Subsidiary
     or Affiliate and any leasing organization, if that person has performed
     services for the Company or a Subsidiary or Affiliate or for related
     persons (within the meaning of Code Section 144(a)(3)) on a substantially
     full-time basis for a period of at least one year and those services are
     performed under primary direction or control of the Company or a Subsidiary
     or Affiliate. The term "Leased Employee" does not include individuals
     described in Code Section 414(n)(5).

1.39 Member
     ------

     "Member" means an Employee who has qualified for membership according to
     Plan requirements.

1.40 Member's Account or Account
     ---------------------------

     "Member's Account" or "Account" means a separate account maintained by the
     Trustee for each Member consisting of the following Subaccounts, as
     applicable, and adjusted for earnings, withdrawals, and realized and
     unrealized gains and losses:  (a) an Elective

                                       9
<PAGE>

     Deferral Subaccount; (b) a Savings Contribution Subaccount; (c) Stock
     Subaccounts; (d) a Subaccount for any (i) Qualified Non-Elective
     Contribution or (ii) Non-Elective Contribution for the Plan Year; (e) a
     Rollover Contribution Subaccount; (f) a Recharacterized Contributions
     Subaccount; (g) a Transferor Company Contribution Subaccount; and (h) any
     other type of Subaccount the Benefits Administrative Committee establishes
     in its discretion.

1.41 Member Contribution
     -------------------

     "Member Contribution" means an Elective Deferral or a Savings Contribution,
     individually or collectively, as the context requires.

1.42 Member Fund Subaccount
     ----------------------

     "Member Fund Subaccount" means a subaccount established within each
     subaccount under Paragraph 6.1 which reflects Member Elective Deferrals and
     Recharacterized Contributions invested in the various investment funds
     established under Paragraph 6.2.

1.43 Non-Elective Contribution
     -------------------------

     "Non-Elective Contribution" means any non-elective contribution made
     according to Paragraph 4.11 and allocated to the Member's Account for the
     Plan Year.

1.44 Non-Highly Compensated Employee
     -------------------------------

     "Non-Highly Compensated Employee" means an employee who is not a Highly
     Compensated Employee described in Section 1.29.

1.45 Normal Retirement Age
     ---------------------

     "Normal Retirement Age" means age sixty-five (65).

1.46 Party in Interest
     -----------------

     "Party in Interest" means a "party in interest" as defined in ERISA Section
     3(14).

1.47 Plan
     ----

     "Plan" means the Lyondell Chemical Company 401(k) and Savings Plan and any
     amendments.

1.48 Plan Sponsor
     ------------

     "Plan Sponsor" means Lyondell Chemical Company.

1.49 Plan Year
     ---------

     "Plan Year" means the period beginning January 1 of each calendar year and
     ending on December 31 of the calendar year.

                                       10
<PAGE>

1.50 Predecessor Service
     -------------------

     "Predecessor Service" means prior service with a Transferor Company for
     Company employees who transfer employment from a Transferor Company to the
     Company without an interruption of employment.

1.51 Prior Millennium Plan Account
     -----------------------------

     "Prior Millennium Plan Account" means an account transferred to this Plan
     equal to employer contributions made while the Member participated in the
     Thrift and Profit Sharing Plan for Eligible Employees of National
     Distillers and Chemical Corporation, the Employees' Profit Sharing Plan of
     Trylon Chemicals Plant of the Energy Chemicals Division of National
     Distillers and Chemical Corporation and the U. S. I. Chemicals Co. Inc.
     Savings Plan.

1.52 Prior Plan
     ----------

     "Prior Plan" means (i) the Lyondell Petrochemical Company 401(k) and
     Savings Plan prior to April 1, 1999, and (ii) the ARCO Chemical Company
     Capital Accumulation Plan and (iii) the ARCO Chemical Company Savings Plan.

1.53 Qualified Domestic Relations Order
     ----------------------------------

     "Qualified Domestic Relations Order" or "QDRO" means a qualified domestic
     relations order within the meaning of Code Section 414(p)(1)(A) and Section
     206(d)(3)(B)(i) of ERISA.

1.54 Qualified Non-Elective Contribution
     -----------------------------------

     "Qualified Non-Elective Contribution" means a nonforfeitable contribution
     made at the Plan Sponsor's election on behalf of Non-Highly Compensated
     Employees in lieu of recharacterizing or distributing Excess Employer
     Contributions to Highly Compensated Employees pursuant to Paragraph 3.6(b)
     or forfeiting or distributing Excess Aggregate Contributions pursuant to
     Paragraph 4.6, as applicable. Qualified Non-Elective Contributions are
     subject to the same distribution rules that apply to Elective Deferrals or
     matching contributions only if the requirements of Sections 1.401(k)-
     1(b)(5) and 1.401(m)-1(b)(5) of the Income Tax Regulations, as applicable,
     are satisfied. Qualified Non-Elective Contributions shall be made in cash
     in the proportion that the total Base Pay of each eligible Non-Highly
     Compensated Employee for the Plan Year bears to the total amount of Base
     Pay for all eligible Non-Highly Compensated Employees for such Plan Year.

1.55 Qualified Participant
     ---------------------

     "Qualified Participant" means any (i) Member, (ii) Former Member, (iii)
     beneficiary or (iv) Alternate Payee under a Qualified Domestic Relations
     Order, who is a Party in Interest or a Disqualified Person, on whose behalf
     an Account is maintained under the Plan.

                                       11
<PAGE>

1.56 Recharacterized Contribution
     ----------------------------

     "Recharacterized Contribution" means an Elective Deferral recharacterized
     as an after-tax contribution to satisfy the ADP test in according to
     Section 1.401(k)-1(f)(3) of the Income Tax Regulations and Paragraph
     3.5(b)(ii). Recharacterized Contributions are treated as after-tax
     contributions for purposes of Code Sections 72, 401(a)(4) and 401(m), but
     continue to be treated as Elective Deferrals for all other Plan purposes.

1.57 Reemployment Date
     -----------------

     "Reemployment Date" means the first date after a Severance Period (not
     restored under the Service Spanning rules under Section 4) that the
     Employee performs an Hour of Service for the Company, or its Subsidiary or
     Affiliate.

1.58 Rollover Contribution
     ---------------------

     "Rollover Contribution" means an amount that (a) the Benefits
     Administrative Committee determines may be deposited in the Trust Fund
     according to Code Sections 402(c), 402(e) or 408(d)(3) without endangering
     the qualification and exemption of the Plan and the Trust under Code
     Sections 401(a) and 501(a), respectively, and (b) is either contributed by
     a Member, or received in a Direct Rollover described in Code Section
     401(a)(31) and credited to his Account. A direct transfer of the Member's
     benefit from a Company retirement plan when the Member is eligible for a
     retirement plan distribution shall be a rollover contribution to this Plan.

1.59 Salary Reduction Agreement
     --------------------------

     "Salary Reduction Agreement" means an agreement between the Member and the
     Company under which the Member agrees to reduce Base Pay by any whole
     percentage, per pay period, not to exceed 50 percent. The amount of the
     reduction will be contributed to the Trustee as an Elective Deferral.

1.60 Savings Contribution
     --------------------

     "Savings Contribution" means an after-tax payment, in whole percentages
     from one percent through 10 percent of an eligible Member's Base Pay,
     transferred by the Company to the Trustee.

1.61 Service Period
     --------------

     "Service Period" means a period of employment beginning on the Member's
     Employment Date or Reemployment Date, whichever applies, and ending on the
     next Severance from Service Date. Employment for one day of a calendar
     month is considered employment for that entire month to determine a month
     of service in a Service Period.

                                       12
<PAGE>

1.62 Severance from Service Date
     ---------------------------

     "Severance from Service Date" means the earlier of: (i) the date the
     Employee quits, retires, dies, or is discharged or (ii) the date twelve
     (12) months after any other absence from employment; however, a Severance
     from Service Date will not occur if the Member's active Plan membership is
     suspended under Section 2.3, until the Member's employment with any
     Employer and any Non-Participating Partner or Non-Participating Partner
     Subsidiary ends.

     A Severance from Service Date for a Member absent because of maternity or
     paternity for a period greater than twelve (12) consecutive months will not
     occur until the second anniversary of the first day of the absence.
     However, the period between the first and second anniversaries of the first
     day of absence is neither a Service Period nor a Severance Period.

1.63 Severance Period
     ----------------

     "Severance Period" means the period from a Severance from Service Date to
     the date the Employee next performs an Hour of Service.

1.64 Subsidiary or Affiliate
     -----------------------

     "Subsidiary" or "Affiliate" means:

     (a)  All corporations which are members of a controlled group of
          corporations under Code Section 1563(a) (determined without regard to
          Code Sections 1563(a)(4) and 1563(e)(3)(C)) and of which Lyondell
          Chemical Company is a member, and

     (b)  All trades or businesses, whether or not incorporated, required to be
          aggregated with Lyondell Chemical Company under Code Sections 414(b),
          (c), (m) and (o).

1.65 Tender Offer
     ------------

     "Tender Offer" means collectively (a) a cash tender offer, including a
     tender offer for or request or invitation for tenders of shares of Lyondell
     Chemical Company or Former Employer Stock in exchange for cash, made to the
     Trustee or to the shareholders of the stock generally, and (b) an exchange
     offer, which includes a tender offer for, or request or invitation for
     tenders of, any shares of Lyondell Chemical Company Common Stock or Former
     Employer Stock in exchange for any consideration other than all cash, made
     to the Trustee or the shareholders of the stock generally.

                                       13
<PAGE>

1.66 Transferee Employee
     -------------------

     "Transferee Employee" means an Employee who transfers employment directly
     to Lyondell Chemical Company from a Transferor Company or an Employee who
     had been represented under a collective bargaining agreement who has ceased
     to be represented.

1.67 Transferor Company
     ------------------

     "Transferor Company" means Equistar Chemicals, LP, LYONDELL-CITGO Refining
     LP, Millennium Chemicals, Inc., Occidental Petroleum Inc., or a subsidiary
     or affiliate of any of these companies.

1.68 Trust Agreement
     ---------------

     "Trust Agreement" means the Lyondell Chemical Company 401(k) and Savings
     Plan Master Trust Agreement, which shall be construed with and considered a
     part of this Plan.

1.69 Trust Fund
     ----------

     "Trust Fund" means the assets and liabilities held by the Trustee under the
     terms of the Trust Agreement.

1.70 Trustee
     -------

     "Trustee" means the persons or corporations, or both, designated by the
     terms of the Trust Agreement to hold Plan assets.  The Trustee's duties and
     responsibilities shall be set forth in the Trust Agreement.

1.71 Unallocated Stock Account
     -------------------------

     "Unallocated Stock Account" means the Plan account maintained to hold
     Financed Shares prior to release and allocation to Members' Accounts.

1.72 Unallocated Stock Earnings Account
     ----------------------------------

     "Unallocated Stock Earnings Account" means the Plan account maintained to
     hold any cash dividends paid on Financed Shares in the Unallocated Stock
     Account, together with any earnings or losses.

1.73 Valuation Date
     --------------

     "Valuation Date" means each business day.

1.74 Vesting Service
     ---------------

     "Vesting Service" means years of Credited Company Service used to determine
     vesting under Section 4.  Vesting Service shall not be disregarded prior to
     consecutive one-year

                                       14
<PAGE>

     breaks in service greater than five years or the total number of years of
     Credited Company Service.

1.75 Withdrawable Amounts
     --------------------

     "Withdrawable Amounts" means Savings Contributions, After-Tax
     Contributions, After-Tax Matching Contributions and earnings, Rollover
     Contributions and earnings, and amounts attributable to a Prior Millennium
     Plan Account and earnings.

1.76 Work Absence for Family or Medical Reasons
     ------------------------------------------

     "Work Absence for Family or Medical Reasons" means an absence to which the
     individual is entitled under the Family and Medical Leave Act of 1993.

                                       15
<PAGE>

                                   SECTION 2
                   MEMBERSHIP - ELIGIBILITY AND PARTICIPATION
                   ------------------------------------------

2.1  Membership
     ----------

     Except as otherwise provided herein, an Employee who is paid on the
     Company's United States dollar payroll is eligible to become a Member on
     the date he performs an Hour of Service after Company employment begins.  A
     Transferee Employee is eligible to be a Member on the date of transfer.
     Notwithstanding anything to the contrary in this Plan, the following
     individuals shall not be Eligible to participate in this Plan:
                       ---

     (a)  Casual Employees and Project Employees, as defined in the Lyondell
          Chemical Company Employment Classification system;

     (b)  Leased Employees;

     (c)  Employees represented by any collective bargaining agent, unless the
          person is an Employee represented by a collective bargaining agent
          which has negotiated Plan benefits;

     (d)  Students employed under an internship or cooperative program with an
          institution of higher education;

     (e)  A person working for the Company under an agreement between the
          Company and a non-affiliated person who pays that person's wages or
          salary or a person employed by the Company under a written agreement
          that specifically excludes the person from benefits coverage; and

     (f)  Any person who (i) is not on the Company's salaried or hourly employee
          payroll, (ii) has agreed in writing to be treated as other than an
          employee, or (iii) whose compensation is reported to the Internal
          Revenue Service on a form other than Form W-2.

     Plan Membership shall continue until the date set forth in Section 2.3(a).
     A former Member is eligible to recommence Plan participation on the first
     day on which he completes an Hour of Service after his return to Company
     employment.

2.2  Enrollment
     ----------

     Each new Member must enroll in the form and manner approved by the Benefits
     Administrative Committee.  At enrollment, a Member shall establish a
     contribution rate for Elective Deferrals and/or Savings Contributions and
     shall provide the Trustee with investment direction for the Member's
     Account.  Member contributions shall commence as soon as administratively
     feasible after the date the Member properly completes the enrollment
     process.

                                       16
<PAGE>

2.3  Membership Termination
     ----------------------


     (a)  An Employee's active membership terminates on death, disability,
          dismissal, retirement or severance from employment for any other
          reason.

     (b)  A Member may not voluntarily terminate Plan Membership during active
          Company employment, but a Member may suspend Member Contributions at
          any time.

     (c)  If a Member transfers to a Subsidiary or Affiliate which does not
          participate in this Plan, to LYONDELL-CITGO Refining LP or Equistar
          Chemicals, LP or any of their subsidiaries or affiliates, or to an
          employment classification excluded from Plan participation, the Member
          shall be suspended from Plan participation and the Member's Account
          shall not be distributed until the Member terminates employment with
          Lyondell Chemical Company, the LYONDELL-CITGO Refining LP, Equistar
          Chemicals, LP and all of their subsidiaries, affiliates or divisions.

                                       17
<PAGE>

                                   SECTION 3
                              MEMBER CONTRIBUTIONS
                              --------------------

3.1  Member Contributions
     --------------------

     (a)  Elective Deferrals
          ------------------

          Each Member who is an active Employee may enter into a Salary
          Reduction Agreement to withhold Elective Deferrals from each regular
          paycheck in the Plan Year at a rate of 1 through 50 percent of Base
          Pay.  A Member may change the rate of future Elective Deferrals at any
          time by entering into a new Salary Reduction Agreement in a form and
          manner approved by the Benefits Administrative Committee.  Any
          properly completed election shall be effective as soon as
          administratively feasible after the date received by the Benefits
          Administrative Committee.  The new Salary Reduction Agreement shall
          modify and override any prior Salary Reduction Agreement.

          An existing Salary Reduction Agreement may be limited or reduced at
          any time, on a nondiscriminatory basis, as needed to ensure compliance
          with the limits of Paragraphs 3.4 or 3.5.  A Salary Reduction
          Agreement made under the Prior Plan shall remain in effect under this
          Plan until the Member submits a new Salary Reduction Agreement. The
          availability of Elective Deferrals shall not discriminate in favor of
          Highly Compensated Employees.

     (b)  Savings Contributions
          ---------------------

          Each Member who is an active Employee, other than a Member excluded
          under Paragraph 4.3, may elect to make Savings Contributions to the
          Plan at a rate of 1 through 10 percent of the Member's Base Pay;
          provided, however, that the amount of Savings Contributions, together
          --------  -------
          with any contributions made by or on the Member's behalf to any other
          qualified plan maintained by the Company, or any Subsidiary or
          Affiliate, shall not exceed the limits of Paragraph 4.4 or the maximum
          amount of contributions permissible under applicable law or Internal
          Revenue Service regulation or ruling.  Savings Contributions shall be
          made by payroll deduction or by other methods approved by the Benefits
          Administrative Committee.

          A Member may elect to make or change a Savings Contributions
          percentage by a Savings Contribution election made in a form and
          manner approved by the Benefits Administrative Committee.  Any
          properly completed election shall be effective as soon as
          administratively feasible after the date received by the Benefits
          Administrative Committee.  A Member may change the rate of future
          Savings Contributions at any time.

          Savings Contributions are subject to the ACP test described in
          Paragraph 4.4.  A Member's Savings Contributions may be limited or
          reduced at any time, on a

                                       18
<PAGE>

          nondiscriminatory basis, to the extent necessary to ensure compliance
          with the limits of Paragraph 4.4.

     (c)  Qualified Military Service
          --------------------------

          Notwithstanding any contrary Plan provision, Member Contributions for
          qualified military service will be provided according to Code Section
          414(u).

     (d)  All Member Contributions shall be non-forfeitable.

3.2  Timing of Contributions
     -----------------------

     The Company shall pay the Elective Deferrals and the Member's Savings
     Contributions for each full pay period to the Trustee as soon as
     administratively feasible after the end of that pay period.

3.3  Suspension of Contributions
     ---------------------------

     A Member's Elective Deferrals and Savings Contributions will automatically
     be suspended (a) for six months immediately following the date of a
     financial hardship distribution under Section 7 or (b) upon the Member's
     transfer, other than on an approved leave of absence, to (i) a Subsidiary
     or Affiliate which does not participate in the Plan; (ii) LYONDELL-CITGO
     Refining LP, Equistar Chemicals, LP or any of their subsidiaries or
     affiliates; or (c) an Employee classification that does not participate in
     this Plan.  A Member's Elective Deferrals and Savings Contributions will
     remain suspended while the Member remains in that employment.  In addition,
     a Member may voluntarily elect to suspend Elective Deferrals and Savings
     Contributions at any time.

3.4  Annual Dollar Limit on Elective Deferrals
     -----------------------------------------

     Except as provided in Paragraph 3.8, a Member's Elective Deferrals for a
     calendar year, when considered together with the amount of salary
     reductions the Member elects under any other plan meeting the requirements
     of Code Sections 401(k), 408(k), 403(b) or 457, may not exceed the limit in
     effect under Code Section 402(g),  and Elective Deferrals and/or any
     similar elective deferrals (described in Code Section 402(g)(3) to this
     Plan or any other qualified plan, contract or arrangement maintained by the
     Company and/or any Subsidiary or Affiliate, shall not exceed, in the
     aggregate, the dollar limit (as adjusted) in effect at the beginning of the
     taxable year.

     If, notwithstanding the previous Paragraph, a Member's Elective Deferrals
     exceed the annual dollar limit and the amount otherwise excludable from the
     Member's gross income for federal income tax purposes is now includable in
     his gross income, then, no later than the March 1 after the close of the
     taxable year in which that Excess Elective Deferral is made, the Member
     shall notify the Benefits Administrative Committee, in writing, of the
     portion of the Excess Elective Deferrals which the Member elects to
     allocate to this Plan.  The notice shall include the Member's certified
     written claim for a specific amount of Excess Elective Deferrals for the
     prior calendar year and shall be accompanied by the Member's certified
     written statement that if that amount is not

                                       19
<PAGE>

     distributed, the Excess Elective Deferrals, when added to amounts deferred
     under other plans or arrangements described in Code Sections 401(k),
     408(k), 403(b) or 457, exceed the limits imposed under Code Section 402(g)
     for the year in which the Elective Deferral occurred. If the Member only
     has Elective Deferrals for the taxable year under this Plan and any other
     Company plan or arrangement, the Company may notify the Benefits
     Administrative Committee of Excess Elective Deferrals made on the Member's
     behalf.

     When a Member's Elective Deferrals exceed the limit for the applicable
     year, Excess Elective Deferrals shall be distributed to the Member
     according to Paragraph 3.6(a).

3.5  Actual Deferral Percentage Test
     -------------------------------

     The Actual Deferral percentage ("ADP") for all eligible Highly Compensated
     Employees for the current Plan Year shall not exceed the greater of:

     (a)  the ADP for the group of all eligible Non-Highly Compensated Employees
          for the immediately preceding Plan Year multiplied by 1.25, or

     (b)  the ADP of the group of all eligible Non-Highly Compensated Employees
          for the immediately preceding Plan Year multiplied by 2.0; provided,
                                                                     --------
          however, that the ADP for the group of eligible Highly Compensated
          -------
          Employees may not exceed the ADP of the group of all eligible Non-
          Highly Compensated Employees by more than two percentage points.

     The provisions of Code Section 401(k)(3) and Section 1.401(k)-1(b) of the
     Income Tax Regulations are incorporated into this Plan for all purposes.
     In addition, if (i) any Highly Compensated Employee is eligible to
     authorize Elective Deferrals under the Plan and to have Company
     Contributions allocated with respect thereto or (ii) the Highly Compensated
     Employee is eligible to make elective deferrals (described in Code Section
     402(g)(3)) under any other cash or deferred arrangement (described in Code
     Section 401(k)) and/or to make employee contributions (described in Code
     Section 401(m)) or to receive matching contributions (described in Code
     Section 401(m)(4)(A)) under any other qualified plan of the Company and/or
     any Subsidiary or Affiliate, regardless of whether that plan contains a
     cash or deferred arrangement, the disparities between the ADPs of the
     respective groups of eligible Highly Compensated Employees and Non-Highly
     Compensated Employees shall be reduced as described in Section 1.401(m)-2
     of the Income Tax Regulations, and the provisions set forth below.

     Subject to the following Plan provisions, the ADP for a specified group of
     eligible Employees for a Plan Year shall be the average of the ADRs for
     that Plan Year. An Elective Deferral will be taken into account for the ADP
     test purposes only if it relates to Base Pay that either, but for the
     Employee's deferral election, (i) would have been received by the Employee
     in that Plan Year or (ii) is attributable to services performed by the
     Employee during that Plan Year and would have been received by the Employee
     within two and one-half months after the close of that Plan Year.  An
     Elective Deferral will be considered allocated to the Employee's Member
     Account as of a date within a Plan Year (and taken into account for
     purposes of the ADP test for that Plan Year) if that

                                       20
<PAGE>

     allocation is not contingent on participation or performance of services
     after that date and the Elective Deferral is actually paid to the Trustee
     no later than 12 months after the Plan Year to which the contribution
     relates. For the purposes of this Section, Compensation means compensation
     defined in Paragraph 4.8(e)(ii) of the Plan.

     To compute the ADRs, if the ADP test is satisfied both with and without
     excluding these Elective Deferrals, Elective Deferrals include Excess
     Elective Deferrals made by Highly Compensated Employees over the annual
     dollar limit in Paragraph 3.4 (even if distributed under Paragraph 3.6), as
     well as all Elective Deferrals made by all Members that are not taken into
     account in the ACP test in Paragraph 4.4.  According to Section 1.402(g)-
     1(e)(1)(ii) of the Income Tax Regulations, Excess Elective Deferrals made
     by Non-Highly Compensated Employees, to the extent made under the Plan or
     another plan maintained by the Company or a Subsidiary or Affiliate, shall
     not be taken into account under the ADP test described in this Paragraph
     3.5.

     To calculate the ADPs under this Plan, according to regulations or other
     authority under Code Sections 401(k) and/or 401(m), only that portion of
     the applicable contributions (as described in the second preceding
     Paragraph) necessary to comply with the ADP test shall be taken into
     account for purposes of that test.  ADRs of each eligible Employee and the
     ADP of each group shall be calculated to the nearest one-hundredth of one
     percent of the eligible Employee's Compensation.  The ADR of an eligible
     Employee is zero if no contributions were allocated to that Employee's
     Member Account for the Plan Year.

     Two or more cash or deferred arrangements (as defined in Code Section
     401(k)) may be considered one arrangement to determine whether the
     arrangements satisfy the requirements of Code Sections 401(a)(4), 401(k)
     and 410(b).  The cash or deferred arrangements included in that plan and
     the plans including those arrangements shall be treated as one arrangement
     and as one plan to apply this Paragraph 3.5 and Code Sections 401(a)(4),
     401(k) and 410(b).  If the Company and any Subsidiary or Affiliate
     individually or collectively maintain two or more plans treated as a single
     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than Code
     Section 410(b)(2)(A)(ii)   as in effect for Plan Years beginning after
     December 31, 1988), all cash or deferred arrangements that are included in
     those plans are to be treated as a single arrangement for purposes of this
     Paragraph 3.5 and Code Sections 401(a)(4), 401(k) and 410(b).  Plans may be
     aggregated only if they have the same Plan Year.  If any Highly Compensated
     Employee participates in two or more cash or deferred arrangements of the
     Company, or any Subsidiary or Affiliate, all cash or deferred arrangements
     shall be treated as one cash or deferred arrangement to determine the ADR
     with respect to that Highly Compensated Employee.  If a Highly Compensated
     Employee participates in two or more cash or deferred arrangements with
     different plan years, all cash or deferred arrangements with years ending
     with or within the same calendar year shall be treated as a single
     arrangement.  Contributions and allocations under an ESOP may not be
     combined with contributions or allocations under any plan not described in
     Code Section 4975(e)(7).

                                       21
<PAGE>

3.6  Return of Elective Deferrals to Members
     ---------------------------------------

     (a)  Elective Deferrals Over Annual Dollar Limit.  If, no later than March
          -------------------------------------------
          1 after the close of a taxable year, a Member notifies the Benefits
          Administrative Committee under Paragraph 3.4 that his Elective
          Deferrals exceed the annual dollar limit, then, notwithstanding any
          other law or Plan provision relating to spousal consent, the Plan
          shall distribute the amount of Excess Elective Deferrals allocated to
          the Plan (and any income) to the Member in a lump sum (in cash or in
          kind)  no later than April 15 after the March 1 notice deadline.
          Elective Deferrals not matched by Company Contributions shall be
          distributed and, if necessary, the matched Elective Deferrals shall be
          distributed. If matched Elective Deferrals (and any income) are
          distributed to the Member, the matching Company Contribution (and any
          income) will be appropriately reduced, the Member shall forfeit the
          reduced amount and that amount shall be used to reduce future Company
          Contributions to the Plan.  These provisions are intended to comply
          with the requirements of Code Sections 401(a), 401(k), 401(m), 409,
          411 and 4975.  If any provision of this Paragraph is inconsistent with
          these Code requirements, that provision shall  be deemed to be
          inoperative and the Plan shall be operated in compliance with the Code
          requirements.

          To determine income or loss on Excess Elective Deferrals, the income
          or loss for the taxable year for the Elective Deferrals shall be
          multiplied by a fraction, the numerator of which is the Member's
          Excess Elective Deferrals for the year and the denominator of which is
          the balance, as of year end, of the portion of the Employee's Member
          Account attributable to Elective Deferrals, reduced by any gain and
          increased by any loss for that year.  Similar rules shall be used to
          determine income or loss on forfeited Company Contributions.  No
          income or loss will be allocated for the gap period between the end of
          the taxable year to the distribution date.

          Notwithstanding the preceding provisions of (a), any Member who has
          Excess Elective Deferrals for a taxable year may receive a corrective
          distribution of those Excess Elective Deferrals (and attributable
          income) during the same year if the Member notifies the Benefits
          Administrative Committee of an Excess Elective Deferral, the
          correcting distribution is made after the Plan received the Excess
          Elective Deferral and the Plan designates and treats the distribution
          as an Excess Elective Deferral distribution.  Any corrective
          distribution shall be made as soon as practicable no later than 60
          days after the first day of the month that occurs on or after the
          later of (i) the date the Benefits Administrative Committee actually
          receives a Member's Excess Elective Deferral notice or (ii) the date
          that the Plan actually receives the Excess Elective Deferral, absent
          circumstances beyond the control of the Benefits Administrative
          Committee.  The income on Excess Elective Deferrals from the first day
          of the taxable year to the distribution date shall be determined under
          the method described above, using the Employee's Member Account
          balance as of the day preceding the distribution date.

                                       22
<PAGE>

          The amount of Excess Elective Deferrals that may be distributed under
          this Paragraph shall be reduced by any Excess Employer Contributions
          over the ADP limit, (described in (b)) which were distributed or
          recharacterized for a Member for the Plan Year beginning with or
          within the Member's taxable year.  A Member shall not receive a
          corrective distribution for the taxable year of an amount exceeding
          the Member's total Elective Deferrals under the Plan for the taxable
          year.  Except as otherwise required under Paragraph 3.5, any Excess
          Elective Deferral which is not timely distributed shall remain in the
          Plan.  In addition, any Excess Elective Deferrals which are timely
          distributed shall not be treated as an annual addition under Paragraph
          4.8.  Excess Elective Deferrals by Non-Highly Compensated Employees
          made under the Plan or any other qualified plan of the Company or any
          Subsidiary or Affiliate shall not be taken into account under the ADP
          test.  A distribution of Excess Elective Deferrals (and income) under
          (a) shall not be considered a distribution under the minimum
          distribution provisions of Paragraph 10.5(b).

     (b)  Excess Employer Contributions Over ADP Limits
          ---------------------------------------------

          (i)  Distribution
               ------------

               If the Benefits Administrative Committee determines that the ADP
               of Highly Compensated Employees exceeds the limits of Paragraph
               3.5 for the Plan Year, and if the Benefits Administrative
               Committee does not implement any other means of satisfying the
               ADP test, these Excess Employer Contributions (adjusted for
               income or loss) shall be distributed to Highly Compensated
               Employees within two and one-half months after the end of the
               Plan Year or as soon thereafter as practicable, but no later than
               the end of the Plan Year following the Plan Year to which any
               excess amount pertains.

               The dollar amount of Excess Employer Contributions for a Plan
               Year shall be determined by the following leveling method: the
               ADR of the Highly Compensated Employee with the highest ADR is
               reduced to the extent required to (i) enable the Plan to satisfy
               the ADP test, or (ii) cause that Highly Compensated Employee's
               ADR to equal the ADR of the Highly Compensated Employee or Highly
               Compensated Employees with the next highest ADR.  This process
               shall be repeated until the Plan satisfies the ADP test.  The
               dollar amount of the Excess Employer Contributions for any Highly
               Compensated Employee is equal to the contributions taken into
               account in computing his ADR (determined prior to applying this
               and the immediately preceding sentence), minus the amount
               determined by multiplying that Employee's ADR (determined after
               applying this and the immediately preceding sentence) by his
               Compensation used to determine the ratio.

               On or before the 15/th/ day of the third month after the end of
               the Plan Year but, no later than the end of the next Plan Year,
               the Benefits

                                       23
<PAGE>

               Administrative Committee shall direct the Trustee to distribute a
               portion of the aggregated dollar amount of Excess Employer
               Contributions (and income) to the Highly Compensated Employee
               having the highest dollar amount of Elective Deferrals, so the
               dollar amount of the Highly Compensated Employee's Elective
               Deferral equals the dollar amount of Elective Deferrals of the
               Highly Compensated Employee(s) with the next highest dollar
               amount of Elective Deferrals. If the total amount distributed to
               the Highly Compensated Employee is less than the total Excess
               Employer Contributions, this process shall be repeated until the
               total Excess Employer Contributions are distributed.
               Notwithstanding any contrary provision of this Paragraph, the
               amount of distributed Excess Employer Contributions shall be
               reduced by any Excess Elective Deferrals previously distributed
               to a Member for the Plan Year beginning with or within the
               Member's taxable year.

               Excess Employer Contributions (including amounts recharacterized
               under Paragraph 3.6(b)(ii)) shall also be treated as annual
               additions subject to Paragraph 4.8.

               For purposes of (b), in accordance with Section 1.401(k)-
               1(f)(4)(ii)(C) of the Income Tax Regulations, income or loss on
               Excess Employer Contributions for the Plan Year shall be income
               or loss for the Employee's Member Account (to the extent
               attributable to Elective Deferrals used in the ADP test),
               multiplied by a fraction, the numerator of which is the Member's
               Excess Employer Contributions for the Plan Year, and the
               denominator of which is the balance of the Employee's Member
               Account (attributable to contributions used in the ADP test), as
               of the beginning of the Plan Year, plus the contributions
               allocated to his Member Account for the Plan Year.  Similar rules
               shall be used to determine income or loss on Company
               Contributions.  No income or loss will be allocated for the gap
               period between the end of the Plan Year to the date of
               distribution.

               Excess Employer Contributions (and any income) shall be
               distributed from the portion of the Employee's Member Account
               attributable to the contributions used in the ADP test.  To the
               extent that Excess Employer Contributions are attributable to
               Elective Deferrals (and any income) distributed to the Member
               under the prior provisions of (b), matching Company Contributions
               (and any income) will be appropriately reduced and the reduced
               matching Company Contributions (and any income) shall be
               forfeited and used to reduce future Company Contributions to the
               Plan.  The provisions of this Paragraph are intended to comply
               with the requirements of Code Sections 401(a), 401(k), 401(m),
               409, 411 and 4975.  If any provision of this Paragraph is
               inconsistent with the Code requirements, that provision shall be
               deemed to be inoperative and the Plan shall be operated in a
               manner that complies with the Code requirements.

                                       24
<PAGE>

               In addition, but without limiting the foregoing provisions, if
               the Benefits Administrative Committee determines that the ADP of
               the Members who are Highly Compensated Employees exceeds the
               limits of Paragraph 3.5 for the Plan Year, the Benefits
               Administrative Committee may, in its sole discretion, suspend or
               reduce Elective Deferrals made under Paragraph 3.1(a) by
               suspending or reducing Elective Deferrals above a specific dollar
               amount or percent of Base Pay.

          (ii) Recharacterization of Excess Employer Contributions:
               ---------------------------------------------------

               Recharacterization of Excess Employer Contributions according to
               this Paragraph 3.5(b)(ii) shall be permitted from time to time as
               determined by the Benefits Administrative Committee in its
               discretion. Any recharacterization shall be done in a manner
               consistent with Section 3.6(b)(i).  If recharacterization is
               permitted, the opportunity to elect to recharacterize Excess
               Employer Contributions shall be announced and made available
               uniformly to all affected Members.  If recharacterization is
               permitted, the Member shall receive written notice of the Excess
               Employer Contributions allocable to him and may elect whether or
               not all or any portion of those Excess Employer Contributions
               shall be re-characterized as after-tax Recharacterized
               Contributions.  Recharacterized Excess Employer Contributions for
               an affected Member for a Plan Year shall be reduced by any Excess
               Elective Deferrals previously distributed to that Member for his
               taxable year ending with or within that Plan Year.

               Elective Deferrals made on the Member's behalf shall be reduced
               by the recharacterized amount and related earnings.
               Recharacterization of Excess Employer Contributions for a Member
               shall not be permitted if that amount, combined with any of the
               Member's other after-tax contributions, would exceed the amount
               of Savings Contributions the Member may make for the affected
               Plan Year. The amount of Excess Employer Contributions to be
               recharacterized for a Plan Year for any Highly Compensated
               Employee shall not exceed the amount of Employer Contributions
               made on behalf of that Highly Compensated Employee for that Plan
               Year.  If less than all Excess Employer Contributions are
               recharacterized, the amount that must otherwise be distributed
               under the Plan to correct that excess shall be reduced by the
               amount of Recharacterized Contributions and related earnings.
               Earnings related to any Recharacterized Contributions shall not
               be treated as a Recharacterized Contribution.

               Recharacterization must occur no later than two and one-half
               months after the end of the Plan Year in which the Excess
               Employer Contributions arose, and is deemed to occur no earlier
               than the date that the Benefits Administrative Committee informs
               the last Highly Compensated Employee in writing of the
               recharacterized amount and its consequences.  Recharacterized
               Contributions are taxable for the Member's tax year in which the
               Member would have received them in cash but for the deferrals

                                       25
<PAGE>

               to which those amounts are attributable. The amount of Employer
               Contributions in excess of ADP limits to be recharacterized or
               distributed for the Plan Year shall be reduced by any Excess
               Employer Contributions previously distributed or recharacterized
               for the Member for his taxable year ending with or within the
               Plan Year.

3.7  Rollover Contributions
     ----------------------

     Employees who are not yet Members may make Rollover Contributions, but
     shall not be entitled to make Elective Deferrals or Savings Contributions
     to the Plan or receive any Company Contribution unless and until the
     Employee otherwise satisfies applicable Plan requirements under Paragraphs
     2.1, 2.2, 3.1, or 4.1.  Rollover Contributions shall be held in a separate
     subaccount which will share in any income or loss and appreciation or
     depreciation of the Trust Fund.  Rollover Contributions shall not be
     counted against any limit that applies to any other type of Plan
     contribution.

3.8  Catch-Up Contributions
     ----------------------

     A Member who is or who will attain age 50 during a Plan Year may make an
     additional Elective Deferral within that Plan Year according, and subject,
     to the limits of Code Section 414(v).  Catch-up Contributions will not be
     taken into account for purposes of determining the Annual Dollar Limit
     under Paragraph 3.4, and the Annual Additions Limit under Paragraph 4.10.
     The additional Elective Deferral may not exceed the lesser of the Catch-Up
     Contribution Limit or the Member's Compensation, as defined in Paragraph
     4.10(b)(ii).

                                       26
<PAGE>

                                   SECTION 4
                             COMPANY CONTRIBUTIONS
                             ---------------------

4.1  Company Contributions
     ---------------------

     (a)  Except as provided in subsection (b) below, each pay period, the
          Company shall contribute, on behalf of each eligible Member, an amount
          equal to 100 percent of the Member's Elective Deferrals, but not to
          exceed six percent of his Base Pay for the pay period. The
          availability of Company Contributions shall not discriminate in favor
          of Highly Compensated Employees.

     (b)  Each pay period, the Company shall contribute on behalf of each
          eligible Member who is a represented Employee at the Company's Lake
          Charles, Louisiana facility, an amount equal to 100 percent of the
          Member's Elective Deferrals, but not to exceed 4 percent of the
          Member's Base Pay for the pay period.

     (c)  Company Contributions shall be made under the ESOP Part of the Plan.

     For purposes of  Section 4, a Member becomes eligible for Company
     Contributions immediately on enrollment under Paragraph 2.2.

     Notwithstanding any contrary Plan provision, Company Contributions with
     respect to qualified military service will be provided according to Code
     Section 414(u).

4.2  Timing of Contribution
     ----------------------

     The Company shall pay the Company Contribution made on a Member's behalf
     for each full pay period to the Trustee as soon as administratively
     feasible after the end of that pay period.

4.3  Members Excluded From Contribution
     ----------------------------------

     No Company Contribution shall be made on behalf of the following Members:

     (a)  A Member while the Member is an executive officer of Lyondell Chemical
          Company; or

     (b)  A Member who is expected to earn a base salary of more than $200,000,
          as adjusted according to Code Section 401(e)(17), on an annualized
          basis, determined no less frequently than each Anniversary Date; or

     (c)  A Member who participates in the Lyondell Chemical Company Executive
          Supplementary Savings Plan.

                                       27
<PAGE>

4.4  Vesting
     -------

     Any person who becomes an Employee of the Company, a Subsidiary or an
     Affiliate before April 1, 2002, and is or becomes a Member of this Plan on
     or after April 1, 2002, shall be vested in and have a nonforfeitable right
     to all Company Contributions made on the Member's behalf.

     Any person who becomes an Employee of the Company, a Subsidiary or an
     Affiliate on or after April 1, 2002 shall be vested in and have a
     nonforfeitable right to Company Contributions made on the Member's behalf
     on the earlier of the date the Member (i) attains three years of Vesting
     Service; (ii) dies; (iii) attains Normal Retirement Age or (iv) becomes
     disabled and is eligible for long-term disability benefits under a plan
     sponsored by the Company, a Subsidiary or Affiliate.

4.5  Forfeitures
     -----------

     Company Contributions shall be forfeited, if the Member does not have a
     nonforfeitable right under Section 4.4, on the earlier of the date the
     Member incurs five consecutive one-year breaks in service or receives a
     distribution of his entire Account.  Forfeitures shall be used to reduce
     the amount of future Company Contributions to the Plan.

     If a portion of a Member's Account is forfeited, shares of Lyondell
     Chemical Company Common Stock allocated to the Member's Account may be
     forfeited only after other assets.  If more than one class of qualifying
     employer securities have been allocated to the Member's Account, the
     allocated shares must be forfeited in the same proportion of each class of
     shares.

4.6  Contribution Percentage Test
     ----------------------------

     The actual contribution percentage ("ACP") for a Plan Year for all eligible
     Highly Compensated Employees for the current Plan Year shall not exceed the
     greater of:

     (a)  the ACP for the group of all eligible Non-Highly Compensated Employees
          for the immediately preceding Plan Year multiplied by 1.25, or

     (b)  the ACP of the group of all eligible Non-Highly Compensated Employees
          for the immediately preceding Plan Year multiplied by 2.0; provided,
                                                                     --------
          however, that the ACP for the group of eligible Highly Compensated
          -------
          Employees may not exceed the ACP for the group of all eligible Non-
          Highly Compensated Employees by more than two percentage points.

     For purposes of the immediately preceding sentence, Code Section 401(m) and
     Section 1.401(m)-1 of the Income Tax Regulations are incorporated into the
     Plan for all purposes.  In addition, all plans maintained by the Company
     and its Subsidiaries and Affiliates that are qualified under Code Section
     401(a) shall be treated as a single plan for purposes of performing the ACP
     test, and the Plan Sponsor may elect (according to Code Section 401(m)(3))
     to include in the applicable ACRs any salary reduction amounts the Company

                                       28
<PAGE>

     contributes to a plan maintained by the Company, or a Subsidiary or
     Affiliate which includes a cash or deferred arrangement meeting the
     requirements of Section Code 401(k).  If any Highly Compensated Employee is
     eligible to authorize Elective Deferrals under the Plan and to have Company
     Contributions allocated with respect to those Elective Deferrals, or if the
     Highly Compensated Employee is eligible to make elective contributions
     (described in Code Section 402(g)(3)) under any other cash or deferred
     arrangement (described in Code Section 410(k)) and/or to make employee
     contributions (described in Code Section 401(m)) or to receive matching
     contributions (described in Code Section 401(m)(4)(A)) under any other
     qualified plan of the Company and/or any Subsidiary or Affiliate, whether
     or not that plan contains a cash or deferred arrangement, the disparities
     between the ACPs of the respective groups of eligible Highly Compensated
     Employees and Non-Highly Compensated Employees shall be reduced as
     described in Section 1.401(m)-2 of the Income Tax Regulations and
     subsequent provision of this Paragraph.

     Subject to the limits set forth below, the ACP for a specified group of
     eligible Employees for a Plan Year shall be the average of the ACRs for the
     Plan Year.  The ACP shall not include matching Company Contributions that
     are forfeited either to correct Excess Aggregate Contributions or because
     the contributions to which they relate are Excess Elective Deferrals or
     Excess Employer Contributions.  If any contribution is required to satisfy
     the ADP test under in Paragraph 3.5, it may not be used to satisfy the ACP
     test.  For the purposes of this Section, Compensation shall mean
     compensation defined in Section 4.8(c)(ii) of the Plan.

     Elective Deferrals used to compute the ADRs shall include Excess Elective
     Deferrals and any Elective Deferrals not taken into account in the ADP
     test, if the ADP test is satisfied both with and without excluding these
     Elective Deferrals.  Any Qualified Non-Elective Contributions allocated to
     the Employee's Account may be taken into account for the ACP test to the
     extent those amounts are not needed to pass the ADP test.  The ACRs of each
     eligible Employee and the ACP of each group shall be calculated to the
     nearest one-hundredth of one percent of the eligible Employee's
     Compensation.  The ACR of an eligible Employee is zero if no contributions
     used to compute ACRs are allocated on that Employee's behalf.

     If the Company and any Subsidiary or Affiliate, individually or
     collectively, maintain two or more plans that are treated as a single plan
     for purposes of Code Sections 401(a)(4) or 410(b) (other than Code Section
     410(b)(2)(A)(ii) in effect for Plan Years which began after December 31,
     1988), all employee contributions and matching contributions, as defined in
     Section 1.401(m)-1(f) of the Income Tax Regulations, are to be treated as
     made under a single plan for purposes of this Paragraph and Code Sections
     401(a)(4)(5), 401(k) and 410(b).  Plans may be aggregated under the
     preceding provisions of this Paragraph only if they have the same Plan
     Year.  If any Highly Compensated Employee participates in two or more plans
     of the Company or any Subsidiary or Affiliate which are subject to Code
     Section 401(m), all employee and/or matching contributions described in
     Section 1.401(m)-1(f) of the Income Tax Regulations made under those plans
     must be aggregated to determine the ACR with respect to that Highly
     Compensated Employee.  Contributions and allocations under an ESOP
     described in Code Section

                                       29
<PAGE>

     4975(e)(7) may not be combined with contributions or allocations under any
     plan not described in Code Section 4975(e)(7).

4.7  Distribution of Excess Contributions to Members
     -----------------------------------------------

     If the Benefits Administrative Committee determines that the ACP for Highly
     Compensated Employees exceeds the limits of Paragraph 4.4 for the Plan
     Year, then Excess Aggregate Contributions plus income or loss shall be
     forfeited, if forfeitable, or distributed to Highly Compensated Employees
     within two and one-half months from the end of the Plan Year or as soon
     thereafter as practicable, but in no event later than the end of the Plan
     Year immediately following the Plan Year to which those Excess Aggregate
     Contributions pertain.

     The dollar amount of Excess Aggregate Contributions for a Plan Year shall
     be determined by the following leveling method, under which the ACR of the
     Highly Compensated Employee with the highest ACR is reduced to the extent
     required to (i) enable the Plan to satisfy the ACP test, or (ii) cause that
     Highly Compensated Employee's ACR to equal the ACR of the Highly
     Compensated Employee or Highly Compensated Employees with the next highest
     ACR.  This leveling process shall be repeated until the Plan satisfies the
     ACP test.  The dollar amount of the Excess Aggregate Contributions
     attributable to any Highly Compensated Employee is equal to the applicable
     contributions that are taken into account to compute his ACR (determined
     prior to applying this and the immediately preceding sentence) ("Aggregate
     Contributions"), minus the amount determined by multiplying the Employee's
     ACR, determined after applying this and the immediately preceding sentence,
     by his Compensation used in determining that ratio.

     The Benefits Administrative Committee (on or before the 15/th/ day of the
     third month after the end of the Plan Year but before the end of the next
     Plan Year) shall direct the Trustee to distribute a portion of the
     aggregated dollar amount of Excess Aggregate Contributions (and income) to
     the Highly Compensated Employee having the highest dollar amount of
     Aggregate Contributions (or, if forfeitable, forfeit the Excess Aggregate
     Contributions attributable to Company Contributions (and income) to the
     Highly Compensated Employee) so the dollar amount of Aggregate
     Contributions of the Highly Compensated Employee equals the dollar amount
     of Aggregate Contributions of the Highly Compensated Employee or Highly
     Compensated Employees having the next highest dollar amount of Aggregate
     Contributions. If the total amount distributed to the Highly Compensated
     Employee is less than the total Excess Aggregate Contributions, this
     process shall be repeated until the total Excess Aggregate Contributions
     are distributed.  In general, a Company Contribution may be forfeited to
     correct Excess Aggregate Contributions only to the extent that the Company
     Contribution relates to an Elective Deferral that is an Excess Employer
     Contribution (above the ADP limits of Code Section 401(k)(3)) or an Excess
     Elective Deferral (above the annual dollar limit of Code Section 402(g)).

     According to Section 1.401(m)-1(e)(3)ii)(C) of the Income Tax Regulations,
     income or loss shall be allocated to Excess Aggregate Contributions for the
     Plan Year as follows:

                                       30
<PAGE>

     the income or loss on the applicable contributions used in the ACP test
     shall be multiplied by a fraction, the numerator of which fraction is the
     Member's Excess Aggregate Contributions for the Plan Year and the
     denominator of which is the balance in the Member's Account to the extent
     used in the ACP test as of the beginning of the Plan Year, plus the
     applicable contributions used in the ACP test for the Plan Year. If the
     Excess Aggregate Contributions are Recharacterized Contributions, income or
     loss on those contributions shall be determined in the same manner as if
     the Recharacterized Contributions had been distributed as Excess Employer
     Contributions. No income or loss will be allocated for the gap period
     between the end of the Plan Year and the date of distribution.

     Forfeited Excess Aggregate Contributions (and income) shall reduce the
     amount of future Company Contributions to the Plan.

     The Excess Aggregate Contributions allocated to each Member are deemed to
     be first, from the Member's Savings Contributions for the Plan Year and, if
     Excess Aggregate Contributions remain after distribution of all of the
     Member's Savings Contributions for the Plan Year, then from Recharacterized
     Contributions for the Plan Year, then from the Member's Company
     Contributions for the Plan Year, and then from any other Company
     Contributions allocated to the Member's Account for the Plan Year.

     Excess Aggregate Contributions, even if distributed from the Plan, are
     still counted as employer contributions, for purposes of Code Sections 404
     and 415, for the Plan Year when made.  In addition, forfeitures of excess
     Company Contributions to satisfy the ACP test are still counted as annual
     additions under Code Section 415 for the Plan Year when made for the
     applicable Highly Compensated Employees from whose Member Accounts those
     amounts were forfeited, provided, however, that if those Excess Aggregate
                             --------  -------
     Contributions are attributable to Savings Contributions (and any income)
     distributed to the Member pursuant to these provisions, matching Company
     Contributions (and any income) will be appropriately reduced, the Member
     shall forfeit that reduced amount and the amount shall be used to reduce
     future Company Contributions to the Plan.  These provisions (to reduce
     matching Company Contributions made with respect to Savings Contributions
     which are distributed) are intended to comply with the requirements of Code
     Sections 401(a), 401(k), 401(m), 411 and 4975.  If any provision of this
     Paragraph is inconsistent with these Code requirements, that provision
     shall be deemed to be inoperative and the Plan shall be operated in a
     manner that complies with the Code provisions.

4.8  Mandatory Disaggregation of Certain Plans
     -----------------------------------------

     The Plan shall be operated according to Section 1.401(k)-1(g)(11) and
     Section 1.401(m)-1(b)(3) of the Income Tax Regulations requiring mandatory
     disaggregation of certain types of plans.  Subject to all the requirements
     of Section 1.401(k)-1(g)(11)(iii) and Section 1.401(m)-1(b)(3) of the
     Income Tax Regulations, the following plans shall be treated as separate
     plans:

                                       31
<PAGE>

     (a)  Plans benefiting collective bargaining unit employees.  A plan that
          -----------------------------------------------------
          benefits employees included in a unit of employees covered by a
          collective bargaining agreement and employees who are not included in
          a collective bargaining unit shall be treated as comprising separate
          plans.

     (b)  ESOPs and non-ESOPs.  The portion of a plan that is an ESOP and the
          -------------------
          portion of the plan that is not an ESOP shall be treated as separate
          plans, except as otherwise. permitted under Section 54.4975-11(e) of
          the Income Tax Regulations.

     (c)  Plans benefiting employees of qualified separate lines of business.
          ------------------------------------------------------------------
          If the Company is treated as operating qualified separate lines of
          business under Code Section 410(b), the portion of a plan that
          benefits employees of one qualified separate line of business shall be
          treated as a separate plan from the portions of the same plan that
          benefit employees of the Company's other qualified separate lines of
          business.

     (d)  Plans maintained by more than one employer
          ------------------------------------------

          (i)   Multiple employer plans.  If a plan benefits employees of
                -----------------------
                more than one employer and the employees are not included in a
                unit of employees covered by a collective bargaining agreement
                (a "multiple employer plan"), the plan is treated as comprising
                separate plans each of which is maintained by a separate
                employer.

          (ii)  Multi-employer plans.  The portion of a plan that benefits
                --------------------
                employees who are included in a collective bargaining unit, the
                portion of a plan that benefits employees who are included in
                another collective bargaining unit and the portion of a plan
                that benefits non-collective bargaining unit employees shall all
                be treated as separate plans. Consistent with Code Section
                413(b), the portion of a plan maintained according to a
                collective bargaining agreement shall be treated as a single
                plan maintained by a single employer that employs all the
                employees whose benefits are calculated under the same
                computation formula and covered by that collective bargaining
                agreement. The non-collectively bargained portion of the plan
                shall be treated as maintained by one or more employers,
                depending on whether the non-collective bargaining unit
                employees who benefit under the plan are employed by one or more
                employers.

4.9  Section 415 Limits
     ------------------

     Capitalized terms in this Paragraph not otherwise defined in Section 1 are
     defined in (b).  In addition to other Plan limits and notwithstanding any
     other Plan provisions, Annual Additions made to this Plan (and all other
     defined contribution plans required to be aggregated with the Plan under
     Code Section 415), shall not exceed the limit set forth in Code Section 415
     and this Paragraph.

                                       32
<PAGE>

     (a)  Member Covered Under This Plan or This Plan and Another Defined
          ---------------------------------------------------------------
          Contribution Plan: This subparagraph applies to this Plan, or if, in
          -----------------
          addition to the Plan, the Member is covered under another qualified
          plan which is a defined contribution plan, a welfare benefit fund as
          defined in Code Section 419(e), or an individual medical account as
          defined in Code Section 415(1)(2), maintained by the Company during
          any Limitation Year, which provides an Annual Addition during the
          Limitation Year.

          (i)   The Annual Additions credited to an Employees' Member Account
                under the Plan for any Limitation Year will not exceed the
                lesser of (1) the Maximum Permissible Amount reduced by the
                Annual Additions credited to a Member's account under the other
                plans, welfare benefit funds and individual medical accounts for
                the same Limitation Year or (2) any other Plan limitation. If
                the Annual Additions for the Member under other defined
                contribution plans, welfare benefit funds, and individual
                medical accounts maintained by the Employer are less than the
                Maximum Permissible Amount and the Employer Contribution that
                would otherwise be contributed or allocated to the Member's
                Account under the Plan would cause the Annual Additions for the
                Limitation Year to exceed this limit, the amount contributed or
                allocated will be reduced so the Annual Additions under all
                plans and funds for the Limitation Year will equal the Maximum
                Permissible Amount. If the Annual Additions for the Member under
                other defined contribution plans, welfare benefit funds and
                individual medical accounts, in the aggregate, are equal to or
                greater than the Maximum Permissible Amount, no amount will be
                contributed or allocated to the Member's Account under the Plan
                for the Limitation Year.

          (ii)   Prior to determining the Member's actual Compensation for the
                 Limitation Year, the Employer may determine the Maximum
                 Permissible Amount using a reasonable estimate of the Member's
                 annual Compensation for that Limitation Year, determined
                 uniformly for all similarly situated Members.

          (iii)  As soon as is administratively feasible after the end of the
                 Limitation Year, the Maximum Permissible Amount for the
                 Limitation Year shall be determined based on the Member's
                 Actual Compensation for that Limitation Year.

          (iv)   Pursuant to Section 1.415-6(b)(6) of the Income Tax
                 Regulations, if a Member's Annual Additions under the Plan and
                 all other plans result in an Excess Amount because of the
                 forfeiture allocation, or a reasonable error in estimating a
                 Member's annual Compensation or determining the amount of
                 Elective Deferrals (within the meaning of Code Section
                 402(g)(3)) made for a Member under the limits of Code Section
                 415, or any other facts and circumstances the Internal Revenue
                 Service determines justify the use of this subparagraph, that
                 Excess Amount shall be deemed to consist of the last allocated
                 Annual Additions, except that Annual

                                       33
<PAGE>

                 Additions attributable to a welfare benefit fund will be deemed
                 to have been allocated first regardless of the actual
                 allocation date.

          (v)    If an Excess Amount was allocated to a Member's Account on a
                 Plan allocation date which coincides with another plan's
                 allocation date, the Excess Amount attributed to this Plan will
                 be the product of:

                 (A)  the total Excess Amount allocated as of that date,
                      multiplied by

                 (B)  the ratio of (1) the Annual Additions allocated to the
                      Member's Account for the Limitation Year as of that date
                      under the Plan, divided by (2) the total Annual Additions
                      allocated to the Member's Account for the Limitation Year
                      as of that date under the Plan and all qualified defined
                      contribution plans.

          (vi)   Any Excess Amounts attributed to the Plan shall be disposed
                 of as follows:

                 (A)  First, to the extent needed to reduce the Excess Amount,
                      all or the portion of the Member's Savings Contributions
                      to the Plan in the Limitation Year shall be returned to
                      the Member, plus earnings; then, any necessary amount of
                      the Member's after-tax contributions during the Limitation
                      Year, plus earnings, made to any other plan maintained by
                      the Company or any Subsidiary or Affiliate, shall be
                      returned. Distributed amounts shall not be considered for
                      the ACP test under Paragraph 4.4 and Code Section
                      401(m)(2).

                 (B)  Second, if an Excess Amount still exists after applying
                      subparagraph (a)(vi)(A) and the Member is in the
                      Employer's service at the end of the Limitation Year, the
                      remaining Excess Amounts shall be reallocated to a
                      temporary suspense account and shall be applied to reduce
                      future Employer Contributions to the Plan for the Member
                      in the next Limitation Year, and each succeeding
                      Limitation Year, if necessary.

                 (C)  If an Excess Amount still exists after applying
                      subparagraph (a)(vi)(B) or the Member is not in the
                      Employer's service at the end of the Limitation Year, then
                      the remaining Excess Amounts shall be reallocated to a
                      temporary suspense account and shall be reapplied to
                      reduce future Employer Contributions for all Members in
                      the next Limitation Year and each succeeding Limitation
                      Year, if necessary.

                 (D)  No investment gains or losses will be allocated to a
                      temporary suspense account at any time during the
                      Limitation Year. All amounts in the temporary suspense
                      account must be applied as set

                                       34
<PAGE>

                      forth above before any Employer Contributions may be made
                      to the Plan for that Limitation Year.

          Excess Amounts may not be distributed to Members or former Members;
          provided, however, the Plan shall distribute Elective Deferrals to
          --------  -------
          reduce the Excess Amount due to a reasonable error in determining the
          amount of Elective Deferrals that may be made under the limits of Code
          Section 415, according to Section 1.415-6(b)(6) of the Income Tax
          Regulations.  Amounts distributed shall not be taken into account for
          purposes of computing (i) the dollar limit on Elective Deferrals under
          Paragraph 3.4 of the Plan and Code Section 402(g), (ii) the ADP test
          under Paragraph 3.5 of the Plan and Code Section 401(k)(3), and (iii)
          the ACP test under Paragraph 4.4 of the Plan and Code Section
          401(m)(2).

     (b)  Definitions:  For purposes of this Paragraph, the following
          -----------
          definitions apply:

          (i)   Annual Additions - For any Member, Annual Additions for the
                ----------------
                Limitation Year shall be the sum of the following allocations to
                the Member's account: (A) all Employer Contributions, (B)
                forfeitures; and (C) the amount of any nondeductible after-tax
                contributions. Excess Amounts applied during the Limitation Year
                to reduce Employer Contributions under subparagraph (a)(vi)
                shall be considered to be Annual Additions for that Limitation
                Year. Subject to the correction rules of subparagraph (a)(iv),
                contributions do not fail to be Annual Additions merely because
                they are Excess Employer Contributions above the ADP limits,
                Excess Aggregate Contributions above the ACP limits or Excess
                Elective Deferrals; but Excess Elective Deferrals distributed to
                the Member by April 15 following the year of deferral shall not
                be Annual Additions.

                Amounts allocated to an individual medical account which is part
                of a defined benefit plan maintained by the Employer, as defined
                in Code Section 415(1), are treated as Annual Additions to a
                defined contribution plan. Also, amounts derived from
                contributions attributable to post-retirement medical benefits
                allocated to the separate account of a key employee, as defined
                in Code Section 419A(d)(3), and under a welfare benefit fund
                maintained by the Employer, as defined in Code Section 419(e),
                are treated as Annual Additions to a defined contribution plan.

          (ii)  Compensation - A Member's wages paid by the Company during
                ------------
                the Limitation Year for services performed and currently
                includable in gross income under the Code. Compensation includes
                any and all items which may be includable in compensation under
                Code Section 415(c)(3), including (1) any Elective Deferral (as
                defined in Code Section 402(g)(3)), (2) any amount which is
                contributed or deferred by the Company at the Company's election
                and which is not includable in the Member's gross income because
                of Code Sections 125 and 457, and (3) effective on January 1,
                2001, any amount contributed or deferred by the Company at

                                       35
<PAGE>

                 the Member's election which is not includable in the Member's
                 gross income because of Code Section 132(f).

          (iii)  Employer - The Employer that adopts the Plan. If a group of
                 --------
                 Employers constitutes a controlled group of corporations or
                 trades or businesses (whether or not incorporated) which are
                 under common control or all members of an affiliated service
                 group or any other entity required to be aggregated with the
                 Employer pursuant to regulations under Code Section 414(o), all
                 those Employers shall be considered a single Employer to apply
                 the limits of this Paragraph.

          (iv)   Employer Contribution - The amounts contributed by the
                 ---------------------
                 Employer for a Plan Member.

          (v)    Excess Amount - The excess of the Annual Additions credited
                 -------------
                 to the Member's Account for the Limitation Year over the
                 Maximum Permissible Amount.

          (vi)   Highest Average Compensation - The average compensation for
                 ----------------------------
                 the three consecutive years of service with the Employer that
                 produces the highest average. A year of service with the
                 Employer is the 12-consecutive-month period corresponding to
                 the Limitation Year.

          (vii)  Limitation Year - The Limitation Year is the calendar year.
                 ---------------

          (viii) Maximum Permissible Amount - Except to the extent permitted by
                 --------------------------
                 Paragraph 3.8, Code Section 414(v) and this definition, the
                 Maximum Permissible Amount for any Member shall be the
                 lesser of (A) $40,000 (adjusted for cost of living increases
                 pursuant to Code Section 415(d)) or (B) 100 percent of his
                 actual Compensation for the Limitation Year.

                 For any Limitation Year in which no more than one-third of the
                 Employer Contributions for the Limitation Year (deductible as
                 principal and/or interest payments on an Acquisition Loan) are
                 allocated to the accounts of Highly Compensated Employees,
                 then, according to Code Section 415(c)(6), the limits on Annual
                 Additions and the other limits set forth in this Paragraph with
                 for any Member shall not apply to (i) forfeitures of Lyondell
                 Chemical Company Common Stock acquired with the proceeds of an
                 Acquisition Loan, and (ii) Employer Contributions which are
                 deductible under Code Section 404(a)(9)(B) as interest payments
                 on an Acquisition Loan and charged against the Member's
                 Account.

                 Effective on January 1 of the calendar year and each January 1
                 thereafter, the $40,000 limit will be automatically adjusted to
                 the new dollar limit determined by the Commissioner of Internal
                 Revenue for that calendar year according to with applicable
                 provisions of Code Sections 415(b), 415(c) and 415(d). The new
                 limit will apply to Limitation Years ending within the calendar
                 year of the date of the adjustment. The 100 percent of

                                       36
<PAGE>

                 actual Compensation limit referred to above shall not apply to
                 any contribution for medical benefits which is otherwise
                 treated as an Annual Addition (under Code Sections 401(h) or
                 419A(f)(2)) after separation from service or to any other
                 amount otherwise treated as an Annual Addition under Code
                 Sections 415(l)(1) or 419A(d)(2).

                 If a short Limitation Year is created because of an amendment
                 changing the limitation period to a different 12-consecutive-
                 month period, the Maximum Permissible Amount shall not exceed
                 the defined contribution dollar limit for the short Limitation
                 Year determined as follows: the dollar limit in effect for the
                 calendar year in which the short Limitation Year ends will be
                 multiplied by a fraction, the numerator of which is the number
                 of months in the short Limitation Year, and the denominator of
                 which is 12.

4.10 Release of Shares from Unallocated Stock Account
     ------------------------------------------------

     If there is an outstanding Acquisition Loan, this Paragraph supersedes any
     conflicting provisions of this Section and those other provisions shall be
     construed consistently with this Paragraph to the fullest extent possible.

     Financed Shares shall be credited initially to the Unallocated Stock
     Account.  No portion of the total principal and interest due on the
     Acquisition Loan shall be allocated as an expense to the Members' Accounts
     when the Financed Shares are credited to the Unallocated Stock Account.
     Instead, the Acquisition Loan remains a general obligation of the Trust
     Fund and shall be paid with the amounts contributed by the Plan Sponsor, or
     otherwise received by the Trust Fund, which are applied toward payment on
     the Acquisition Loan.  Payments made by the Trustee toward an Acquisition
     Loan during a Plan Year shall not exceed the limits in Paragraph 5.1(b).
     The Acquisition Loan payment shall result in the release and transfer of
     Lyondell Chemical Company Common Stock from the Unallocated Stock Account
     to the Members' Accounts.

     As soon as practicable following payment of any portion of the Acquisition
     Loan, the Trustee shall release of the appropriate number of shares of
     Lyondell Chemical Company Common Stock from the Unallocated Stock Account.
     The number of shares of Lyondell Chemical Company Common Stock to be
     released for each Plan Year will be determined according to the applicable
     fraction in Paragraph 5.2.

4.11 Minimum Company Contributions
     -----------------------------

     Notwithstanding any contrary Plan provision, if there is an outstanding
     Acquisition Loan, the Company's contributions for a Plan Year shall not be
     less than the amount required to enable the Trustee to fully discharge the
     Current Obligations for the Plan Year, after taking into account any cash
     dividends applied toward the Current Obligations under Paragraph 6.10(b).

                                       37
<PAGE>

                                   SECTION 5
                                FINANCED SHARES
                                ---------------

5.1  Acquisition Loans
     -----------------

     The Trustee may enter into one or more Acquisition Loans according to
     applicable provisions of the Plan, the Trust, the Code and ERISA.

     (a)  The Benefits Administrative Committee may direct the Trustee to incur
          Acquisition Loans from time to time for the following individual or
          combined specific purposes:  (i) to finance the acquisition of
          Lyondell Chemical Company Common Stock under the ESOP Part of the Plan
          (ii) to pay interest on or principal of the Acquisition Loan or (iii)
          to repay a prior Acquisition Loan.  An installment obligation incurred
          with the purchase of Lyondell Chemical Company Common Stock shall be
          treated as an Acquisition Loan, if it meets the requirements of this
          Paragraph.

     (b)  The terms and conditions of the Acquisition Loan, together with any
          other related documents (including any security or guarantee
          agreements), shall be subject to the following provisions.  An
          Acquisition Loan must be primarily for the benefit of Members and
          their beneficiaries.  The terms of an Acquisition Loan shall be at
          least as favorable to the Plan as the terms of a comparable loan
          resulting from arm's-length negotiations between independent parties.
          An Acquisition Loan shall be for a specific term under which the
          number of years to maturity is definitely ascertainable at all times,
          shall bear no more than a reasonable rate of interest (considering all
          relevant factors, including the amount and duration of the Acquisition
          Loan, the security and guarantee involved, the credit standing of the
          Plan and the guarantor of the Acquisition Loan, and the prevailing
          interest rate for comparable exempt loans), and shall not be payable
          on demand except in the event of default.  An Acquisition Loan may be
          secured by a pledge of the Financed Shares or Financed Shares acquired
          with the proceeds of a prior Acquisition Loan which is being
          refinanced.  Any collateral pledged to a creditor or other person
          under the Acquisition Loan shall consist only of Financed Shares or
          Financed Shares pledged as collateral under a prior Acquisition Loan
          repaid with the proceeds of the current Acquisition Loan, provided,
                                                                    --------
          however, that the Plan Sponsor or any Subsidiary or Affiliate may
          -------
          guarantee repayment of the Acquisition Loan and that guarantee may be
          secured by the Guarantor's property.  No person entitled to payment
          under the Acquisition Loan shall have recourse against the Plan or the
          assets of the Trust Fund, except that an Acquisition Loan may permit
          recourse with respect to (1) the collateral pledged as security for
          the Acquisition Loan, (2) contributions that are made to the Trust
          fund to meet the Trust's obligations under the Acquisition Loan, and
          (3) earnings attributable to that collateral and the investment of
          those contributions.  The Acquisition Loan and any related security
          agreements shall provide that, in the event of loan default, the value
          of any shares of Lyondell Chemical Company Common Stock transferred to
          satisfy the Acquisition Loan must not exceed the amount of default

                                       38
<PAGE>

          and, if the lender is a Disqualified Person, the Acquisition Loan must
          provide for shares to be transferred only upon, and to the extent of,
          the Plan's failure to meet the Acquisition Loan payment schedule.  Any
          pledge of Financed Shares must provide for the release of the pledged
          shares as payments on the Acquisition Loan are made by the Trustee and
          as those Financed Shares are allocated to Members' Accounts under
          Paragraph 5.2 and Paragraph 4.9.

          Payments of principal and/or interest on any Acquisition Loan shall be
          made by the Trustee only from: (a) Company contributions paid in cash
          to enable the Plan to make payments on the Acquisition Loan (but in no
          event including Elective Deferrals) and allocable earnings; (b)
          Savings Contributions that Members have directed to be invested in
          shares of Lyondell Chemical Company Common Stock under the ESOP Part
          of the Plan, and allocable earnings, (c) the proceeds of any
          Acquisition Loan and the allocable earnings, and (d) any cash
          dividends received by the Plan on the Financed Shares.  The payments
          made for an Acquisition Loan for a Plan Year must not exceed the sum
          of such Company contributions, Savings Contributions, proceeds,
          earnings, and dividends for that Plan Year and prior Plan Years,
          reduced by the amount of payments in prior Plan Years.  Company
          contributions, Savings Contributions, proceeds, earnings and dividends
          used to pay the Acquisition Loan shall be separately accounted for in
          the Plan's accounting records until the Acquisition Loan is paid in
          full.

5.2  Payments on Acquisition Loan
     ----------------------------

     The acquisition of Financed Shares may be made on the open market or from
     the Company in a single purchase or a series of purchases over a period of
     time. Prior to that purchase, the Trustee may invest Acquisition Loan
     proceeds in interest-bearing accounts or instruments. The interest shall be
     applied to repay the Acquisition Loan, or, if the Acquisition Loan has been
     repaid in full, shall be allocated on the last day of the Plan Year among
     the Accounts of all Members in proportion to their Base Pay for the Plan
     Year. Financed shares shall remain in the Unallocated Stock Account until
     released. When any portion of the Acquisition Loan is repaid, the Financed
     Shares shall be released from the Unallocated Stock Account according to
     this Paragraph. For each Plan Year during the Acquisition Loan, the number
     of Financed Shares released from the Unallocated Stock Account and
     allocated to Members' Accounts shall not be less than the number calculated
     as follows:

     (a)  The number of Financed Shares held in the Unallocated Stock Account
          immediately before the release in the current Plan Year shall be
          multiplied by a fraction, the numerator of which is the amount of
          principal and interest paid on the Acquisition Loan for that Plan
          Year, and the denominator of which is the sum of the numerator plus
          the total payments of principal and interest on that Acquisition Loan
          projected to be paid for all future Plan Years. The interest to be
          paid in future Plan Years is computed by using the interest rate in
          effect as of the last day of the current Plan Year, and future years
          will be determined without taking into account any possible extension
          or renewal periods of the Acquisition Loan.

                                       39
<PAGE>

     (b)  In lieu of the method described in clause (a), the Plan Sponsor may
          elect (for each Acquisition Loan), or the provisions of the
          Acquisition Loan may provide for, the release of Financed Shares from
          the Unallocated Stock Account based solely on the ratio that the
          payments of principal for each Plan Year bear to the total principal
          amount of the Acquisition Loan. This method may be used only if: (i)
          the Acquisition Loan provides for annual payments of principal and
          interest at a cumulative rate that is not less rapid at any time than
          level annual payments of those amounts for ten years; (ii) interest
          included in any payment on the Acquisition Loan is disregarded only if
          it would be determined to be interest under standard loan amortization
          tables; and (iii) the entire duration of the Acquisition Loan
          repayment period does not exceed ten years, even if the Acquisition
          Loan is renewed, extended or refinanced.

     If an Acquisition Loan which initially satisfied the conditions in (b)
     subsequently ceased to satisfy those conditions because of its renewal,
     extension or refinancing, then (a) shall be used to determine the number of
     shares to be released upon payment of any principal or interest on the
     Acquisition Loan.

     As of each date that payments are made on an Acquisition Loan (other than
     payments made with the proceeds of a new Acquisition Loan) the Financed
     Shares released from the Unallocated Stock Account shall be allocated to
     individual Members' Accounts in proportion to the amounts debited from each
     Member's Account to make the Acquisition Loan payments.

     If, as of the date of Plan termination, the Trustee remains indebted under
     any Acquisition Loan, the Benefits Administrative Committee (prior to
     making the final allocations under the Plan) may, to the extent not
     inconsistent with applicable law, instruct the Trustee to pay accrued
     interest and principal and the remaining principal balance of the
     Acquisition Loan with shares of Financed shares held in the Unallocated
     Stock Account or with the proceeds of a sale or other disposition of such
     Financed Shares. If any shares remain in the Unallocated Stock Account
     after all Acquisition Loans have been fully discharged, those shares shall
     be allocated as income of the Trust Fund for the Plan Year in which the
     Plan terminates among Members' Accounts according to the ratio that the
     balance credited to each Account as of the first day of the Plan Year bears
     to the total of the balances credited as of the first day of the Plan Year
     of all Member Accounts. Notwithstanding the fact that the ESOP Part of the
     Plan may cease to be an ESOP, Financed Shares shall, to the extent
     applicable, continue to be subject to Paragraph 6.15 relating to put, call
     or other options and to buy-sell or similar arrangements after the Trustee
     fully repays the Acquisition Loan.

                                       40
<PAGE>

                                   SECTION 6
                        INVESTMENT OF MEMBERS' ACCOUNTS
                        -------------------------------

6.1  Members' Accounts
     -----------------

     The Benefits Administrative Committee shall establish and maintain an
     Account in each Member's name. Separate records shall be maintained for the
     separate subaccounts in a Member's Account.

6.2  Investment of Elective Deferrals, Savings Contributions, Rollover
     -----------------------------------------------------------------
     Contributions Qualified Non-Elective Contributions and Non-Elective
     -------------------------------------------------------------------
     Contributions
     -------------

     Upon receipt of a Member's Elective Deferrals, Savings Contributions,
     Rollover Contributions or any Qualified Non-Elective Contributions or Non-
     Elective Contributions made by the Company on the Member's Behalf, except
     as provided below, the Trustee shall invest contributions when received,
     according to the Member's direction in the following investment
     alternatives.

     (a)  In Lyondell Chemical Company Common Stock held under the ESOP Part of
          the Plan;

     (b)  In various investment funds offered under this Plan.

     A Member's initial investment directions shall be provided in the form and
     manner approved by the Benefits Administrative Committee. The directions
     shall remain in effect until the Member provides new directions. Each
     Member is designated as a "named fiduciary" for his investment directions
     but only to the extent that Section 404(c) of ERISA does not already apply
     to those investment directions.

     A Member may change his initial investment directions at any time by
     submitting a change in investment directions in the form and manner
     approved by the Benefits Administrative Committee. Any change of investment
     directions becomes effective as soon as administratively possible after the
     Member properly completes a change in investment directions.

     If a Member fails to make an initial investment direction, the Benefits
     Administrative Committee, consistent with its fiduciary obligations, shall
     direct the Trustee to invest contributions in one or more of the Plan's
     investment funds.

6.3  Investment of Company Contributions
     -----------------------------------

     All Company Contributions under Paragraph 4.1 and any interest attributable
     to the proceeds of an Acquisition Loan allocated to Members' Accounts under
     Paragraph 5.2 after the Acquisition Loan has been repaid in full shall be
     invested in Lyondell Chemical Company Common Stock under the ESOP Part of
     the Plan.

                                       41
<PAGE>

6.4  Funds Invested in Former Employer Stock
     ---------------------------------------

     Certain assets transferred to the Prior Plan or transferred from a
     Transferor Company Plan to this Plan were invested in Former Employer
     Stock. Subject to the conversion rights described in 6.5, these assets will
     continue to be invested in Former Employer Stock. Dividends and
     distributions attributable to Former Employer Stock shall be reinvested
     according to the Member's direction under Section 6.2.

6.5  Stock Sale and Reinvestment
     ---------------------------

     (a)  A Member, by a change in investment direction, at any time may direct
          that shares of Lyondell Chemical Company Common Stock or Former
          Employer Stock be converted to cash and the proceeds, less any
          applicable sale expenses, be invested in an option described in
          Paragraph 6.2. Each Member is designated as a "named fiduciary" with
          respect to his investment directions made pursuant to this
          subparagraph to the extent that Section 404(c) of ERISA does not apply
          to such investment directions.

     (b)  Dividends attributable to shares of Lyondell Chemical Company Common
          Stock shall be reinvested in Lyondell Chemical Company Common Stock,
          unless the Member elects direct dividend payment under Paragraph
          6.10(a).

6.6  Changes Among Other Investment Options
     --------------------------------------

     A Member, at any time by a change in investment directions, may direct that
     funds invested in any investment option under Paragraph 6.2 be invested in
     any other permitted investment option, subject to the restrictions of
     Section 6.4. A Member may not change an investment option for earnings
     accrued on pending cash dividend payments on Lyondell Company Common Stock
     until dividends have been paid in cash to the Member's Account  according
     to Paragraph 6.10(a).  Each Member is designated as a "named fiduciary" for
     these investment directions to the extent that Section 404(c) of ERISA does
     not apply already to these investment directives.

6.7  Common Stock Purchase and Sale
     ------------------------------

     Purchases and sales of Lyondell Chemical Company Common Stock or sales of
     Former Employer Stock shall be handled according to the following rules and
     any additional procedures, consistent with these rules, which the Benefits
     Administrative Committee establishes from time to time:

     (a)  General:

          The Benefits Administrative Committee, in its discretion, (1) may
          match the purchase and sale orders scheduled for transactions in the
          open market and transact the net purchase or sale, or (2) may agree
          with the administrator of one or more other individual account plans
          maintained by the Company or its Subsidiaries or Affiliates, Equistar
          Chemicals, LP or by LYONDELL-CITGO

                                       42
<PAGE>

          Refining LP to combine and match orders for all plans and execute a
          net purchase or sale.

     (b)  Purchases and Sales of Stock:

          (i)    Purchases and sales shall normally be made in the open market.
                 If a common stock purchase is made from Lyondell Chemical
                 Company, the purchase shall be at prices to the Plan not to
                 exceed the fair market value of Lyondell Chemical Company
                 Common Stock on the date of purchase, determined by the
                 Trustee. The Plan may not obligate itself to acquire shares of
                 Lyondell Chemical Company Common Stock or other securities from
                 a particular security holder for an indefinite time determined
                 by an event such as the death of the holder.

          (ii)   Allocations of purchases to Members' Accounts will be made in
                 full and fractional shares.

          (iii)  The Trustee may limit the daily volume of purchases or sales to
                 the extent it believes that action is in the Members' best
                 interests

          (iv)   The cost allocated to each affected Member's Account for a
                 purchase of Lyondell Chemical Company Common Stock shall be
                 based on the average cost per share of all Common Stock
                 purchased for a particular transaction during the period of
                 time by the Trustee.

          (v)    The proceeds allocated to each affected Member's Account for a
                 sale shall be based on the average cost per share of all stock
                 sold for a particular transaction during the period of time by
                 the Trustee.

          (vi)   Brokerage commissions, transfer fees and other expenses
                 actually incurred in any sale or purchase shall be equitably
                 allocated and added to the cost or subtracted from the proceeds
                 of all purchases or sales, as the case may be, for a pricing
                 day.

     (c)  Options, Rights and Warrants:
          ----------------------------

          A Member may direct the Benefits Administrative Committee to use any
          available cash or funds held in one of the Member's various investment
          options under Paragraph 6.2 to exercise any options, rights or
          warrants issued with respect to Lyondell Chemical Company Common Stock
          or Former Employer Stock in the Member's Account.  Absent direction,
          or if there are no available funds, any option, right or warrant
          having a market value shall be sold for the Member's Account.

6.8  Voting or Tender of Stock
     -------------------------

     (a)  Each Member (or deceased Member's beneficiary) has the right to direct
          how the Trustee votes the shares of Lyondell Chemical Company and
          Former Employer

                                       43
<PAGE>

          Stock allocated to his Account, on any matter brought before any
          meeting of the stockholders of a company. When directions are timely
          received, the Trustee shall vote the number of shares of Lyondell
          Chemical Company and Former Employer Stock allocated to the Member's
          Account as directed, and the Trustee shall have no discretion in
          voting. Fractional shares shall be aggregated into whole shares of
          each company's stock and voted only to the extent of the last whole
          share. The Trustee shall hold the instructions it receives from
          Members (or beneficiaries) in confidence and instructions shall not be
          divulged to any person, including the Benefits Administrative
          Committee or any Company officer or employee. If the Trustee does not
          receive timely instruction from a Member (or beneficiary) on how to
          vote shares of Lyondell Chemical Company or Former Employer Stock
          allocated to his Account, the Trustee shall vote uninstructed shares
          consistent with its fiduciary responsibilities, unless the Benefits
          Administrative Committee directs otherwise. The Trustee shall also
          vote unallocated shares of Lyondell Chemical Company Common Stock held
          in the Unallocated Stock Account consistent with its fiduciary
          responsibilities, unless the Benefits Administrative Committee directs
          otherwise.

     (b)  Each Member (or a deceased Member's beneficiary) shall have the right,
          to the extent of the number of whole shares of Lyondell Chemical
          Company and Former Employer Stock allocated to his Account, to provide
          the Trustee with written directions on how to exercise rights other
          than voting rights with respect to those shares. When the Trustee
          receives timely direction, it shall act as instructed. The Trustee
          shall hold Members' (or beneficiaries') instructions in confidence and
          they shall not be divulged to any person, including the Benefits
          Administrative Committee or any Company officer or employee. If the
          Trustee fails to receive timely instruction from a Member (or
          beneficiary) on how to exercise a right other than a voting right, the
          Trustee shall not exercise any right for an allocated share of
          Lyondell Chemical Company or Former Employer Stock and the Trustee has
          no discretion in this matter. The Trustee shall exercise rights, other
          than voting rights, for unallocated shares of Lyondell Chemical
          Company Common Stock held in the Unallocated Stock Account and
          fractional shares of Lyondell Chemical Company and Former Employer
          Stock (which shall be aggregated into whole shares of each company's
          stock) allocated to Members' Accounts consistent with its fiduciary
          responsibilities, unless the Benefits Administrative Committee directs
          otherwise.

     (c)  Subject to the specific requirements for Tender Offers in (d), the
          Trustee shall notify Members (or deceased Members' beneficiaries) of
          each occasion to exercise voting rights and rights other than voting
          rights within a reasonable time before those rights are to be
          exercised. This notice shall include all information (including any
          proxy solicitation materials) that Lyondell Chemical Company or any
          former employer, as applicable, distributes to shareholders on
          exercising these rights as well as a form requesting confidential
          directions to the Trustee on how shares of Lyondell Chemical Company
          or Former Employer Stock allocated to the Member's Account shall be
          voted on each matter. These proxy solicitation materials shall be the
          same as those generally provided to shareholders of

                                       44
<PAGE>

          Lyondell Chemical Company Common Stock or Former Employer Stock. The
          Trustee shall not recommend to Members (or beneficiaries) on whether
          to vote or how to vote. The Trustee shall hold Members' (or
          beneficiaries') instructions in confidence and they shall not be
          divulged to any person, including the Benefits Administrative
          Committee, or any Company officer or employee; provided, however, that
                                                         --------  -------
          the Trustee shall advise any officer of the Company, at any time on
          request, of the total number of shares of the Company's stock that it
          has been instructed to vote in favor of each matter, the total number
          of shares of stock that it has been instructed not to vote in favor of
          each matter and the total number of shares for which it received no
          instructions.

     (d)  If there is a Tender Offer, the Benefits Administrative Committee
          shall direct the Trustee to take those steps reasonably necessary to
          furnish information to, and request instructions from, each Member (or
          beneficiary) who has shares of Lyondell Chemical Company Common Stock
          or Former Employer Stock allocated to his Account, in substantially
          the same manner information generally is provided to shareholders. The
          Trustee shall:

          (i)    Inform each Member (or beneficiary) of the Tender Offer;
                 provided, however, the Trustee shall not make any
                 --------  -------
                 recommendations on the Tender Offer;

          (ii)   Transmit written information and other materials relating to
                 the Tender Offer to each Member (or beneficiary) that is made
                 available by the persons or entities making the Tender Offer to
                 the shareholders of the stock generally;

          (iii)  Request written instructions from each Member (or beneficiary)
                 on or not to tender or exchange the shares of stock allocated
                 to his Account; and

          (iv)   Use reasonably diligent efforts to tender or exchange of
                 allocated shares of stock on a nondiscriminatory basis
                 according to the written instructions received from the Members
                 and beneficiaries.

          A Member's (or beneficiary's) instructions will be applied to the
          total number of shares allocated to his Account, regardless of whether
          the shares are vested, at the close of business on the day before the
          date on which the tender offer commences. According to the terms and
          conditions of the Tender Offer, the Trustee will tender or exchange
          shares of stock that it has been properly instructed to tender or
          exchange, and it will not tender or exchange shares when it has not
          been properly instructed to tender or exchange.  A Member's (or
          beneficiary's) instructions to the Trustee to tender or exchange
          shares will not be deemed a Plan withdrawal or suspension or a
          forfeiture of any portion of the person's interest in the Plan.
          Shares of stock which are not tendered or exchanged pursuant to valid
          instructions shall remain invested in that stock.

                                       45
<PAGE>

6.9  Title of Investments
     --------------------

     All investments will be held in the name of the Trustee or its nominees.

6.10 Dividend Allocation
     -------------------

     (a)  The Vice President and Chief Financial Officer of Lyondell Chemical
          Company shall certify in writing to the Benefits Administrative
          Committee whether each dividend distribution paid on Lyondell Chemical
          Company Common Stock was made out of Company earnings and profits for
          federal income tax purposes.  No portion of any dividend distribution
          shall be paid in cash to any Member unless and until the Chairman of
          the Benefits Administrative Committee receives the certification.

          If there is no outstanding Acquisition Loan at the time cash dividends
          on shares of Lyondell Chemical Company Common Stock are paid to the
          Trust Fund, or, if there is an outstanding Acquisition Loan at that
          time, then for only those allocated shares which are not Financed
          Shares, each Member may elect, at the time the Benefits Administrative
          Committee designates, whether any or all cash dividends for Lyondell
          Chemical Company Common shall be paid to the Member in cash (or,  if
          the Member dies, to the Member's beneficiary in cash). If a Member
          does not elect payment of cash dividends, the dividends shall be
          reinvested in Lyondell Chemical Company Common Stock.  Subject to Code
          requirements, the Benefits Administrative Committee shall determine
          the date when any cash payment shall be made to the Member (or, if the
          Member dies, to the Member's beneficiary).

     (b)  If an Acquisition Loan exists when cash dividends on shares of
          Lyondell Chemical Company Common Stock are paid to the Trust Fund,
          then the Trustee shall apply the cash dividends paid on those
          allocated Financed Shares to pay principal and/or interest on the
          Acquisition Loan.  Lyondell Chemical Company Common Stock with a fair
          market value equal to the cash dividends applied toward payment of the
          Acquisition Loan then shall be released from the Unallocated Stock
          Account and shall be allocated to each affected Member's Account in
          the same proportion as if the Member directly owned those shares of
          stock allocated to his Account on the record date for the cash
          dividends.

     (c)  Cash dividends for any Financed Shares credited to the Unallocated
          Stock Account shall be paid to the Trust.  These cash dividends shall
          be allocated to the Unallocated Stock Earnings Account and the Trustee
          shall apply those dividends to pay principal and/or interest on the
          Acquisition Loan.  On payments of the Acquisition Loan, Financed
          Shares from the Unallocated Stock Account shall be released and those
          Financed Shares shall be allocated to Members' Accounts according to
          the procedures in Paragraphs 4.9 and 5.2.

     (d)  Except as provided in (a), (b) and (c), all dividends or other
          distributions attributable to shares of Lyondell Chemical Company
          Common Stock or Former

                                       46
<PAGE>

          Employer Stock shall be allocated to the Member whose Account is
          credited with those shares.

6.11 Member Account Valuation
     ------------------------

     The fair market value of each Member's Account shall be determined on each
     Valuation Date.  The fair market value of a Member's Account shall reflect
     the allocable share of the income or loss and appreciation or depreciation
     of the Trust Fund.  To the extent shares of Lyondell Chemical Company
     Common Stock or Former Employer Stock are not readily tradable on an
     established securities market, all valuations of those shares shall be made
     by an independent appraiser.

6.12 Determining Income or Loss and Appreciation or Depreciation
     -----------------------------------------------------------

     Each subaccount in a Member's Account shall be divided into Member Fund
     Subaccounts to allocate income or loss and appreciation or depreciation of
     the Trust Fund according to Section 6.11.  On each Valuation Date, the
     applicable share of the income or loss and appreciation or depreciation of
     each investment fund, separately and respectively, since the prior
     Valuation Date shall be allocated among the corresponding Member Fund
     Subaccounts as follows:

     (a)  If investments are in funds composed of mutual fund shares, the income
          or loss and appreciation or depreciation allocation on a given
          Valuation Date shall be  based on the net asset value of the mutual
          fund shares allocated to each Member Fund Subaccount as of the
          Valuation Date.

     (b)  If investments are in funds other than mutual funds, the income or
          loss and appreciation or depreciation, separately and respectively,
          shall be allocated among the corresponding Member Fund Subaccounts of
          the Members who had corresponding Member Fund Subaccounts on the prior
          Valuation Date.  Each corresponding Member Fund Subaccount shall be
          credited (or debited) with the proportion of  income or loss and
          appreciation or depreciation which the value of each corresponding
          Member Fund Subaccount on the previous Valuation Date bears to the
          value of all corresponding Member Fund Subaccounts on that date.

     (c)  For each Member whose employment terminates for any reason, as long as
          there is any balance in any of his Subaccounts, the Subaccounts shall
          continue to receive allocations under this Paragraph; provided,
                                                                --------
          however, that the Subaccounts values on the previous Valuation Date
          -------
          shall be reduced by the amount of any payments made since that
          Valuation Date.

6.13 Voting Investment Funds
     -----------------------

     The Trustee shall exercise all voting and other rights associated with any
     investments held in the separate investment funds according to the Trust
     Agreement.

                                       47
<PAGE>

6.14 Investment Advisory Fees
     ------------------------

     Any investment advisory fees paid to third parties for investment fund
     management shall be charged to each fund, respectively.

6.15 Member Protection
     -----------------

     To the extent deemed necessary to ensure that all applicable requirements
     of Code Sections 409, 411(d)(6) and 4975(e)(7) continue to be satisfied for
     Lyondell Chemical Company or other Former Employer Stock held in the Plan,
     no shares of Lyondell Chemical Company Common Stock held by the ESOP Part
     of the Plan, or shares of Lyondell Chemical Company or Former Employer
     Stock that were transferred to the Plan from a plan maintained by a company
     that is a Transferor Company, shall be subject to put, call or other
     option, or to a buy/sell or similar arrangement.  This Paragraph shall
     continue to apply to those shares of Lyondell Chemical Company or Former
     Employer Stock held under the Plan even if the ESOP Part of any transferor
     plan ceases to be an ESOP under Code Sections 409 or 4975(e)(7).

                                       48
<PAGE>

                                   SECTION 7
                        ELECTIVE DEFERRAL WITHDRAWALS
                        -----------------------------
                           DUE TO FINANCIAL HARDSHIP
                           -------------------------

7.1  Withdrawal Application
     ----------------------

     A Member, other than a Member awaiting a deferred distribution, may request
     a withdrawal of the Member's Elective Deferrals (including any
     Recharacterized Contributions but excluding earnings on Elective Deferrals
     and Recharacterized Contributions after January 1, 1989), due to financial
     hardship at any time if the Member has not attained age 59  1/2 and if the
     Member does not have any contributions, other than Elective Contributions,
     invested in a self-directed brokerage account, provided, that no more than
                                                    --------
     one hardship withdrawal may be granted during each six-month period.

     A hardship withdrawal request must be made to the Benefits Administrative
     Committee at the time and in the manner prescribed by the Benefits
     Administrative Committee and shall include documentation and/or written
     explanation requested by the Benefits Administrative Committee to
     demonstrate the existence and the amount of the financial hardship and to
     ensure that the Member understands and will comply with this Section.

7.2  Basis for Withdrawal
     --------------------

     A withdrawal due to financial hardship shall be authorized if the
     withdrawal does not exceed the amount of the Member's immediate and heavy
     financial need, plus a gross up for taxes due on the withdrawal, and if the
     withdrawal is based on the need for funds under one or more of the four
     following circumstances:

     (a)  Medical expense payments described in Code Section 213(d) and incurred
          or reasonably anticipated to be incurred by the Member, the Member's
          spouse, or any dependents of the Member (as defined in Code Section
          152);

     (b)  The payment of all or a portion of the purchase price (excluding
          mortgage payments) of a Member's principal residence:

     (c)  Tuition and related educational fees payments for up to the next 12
          months of post-secondary education for the Member, or the Member's
          spouse, children or dependents; or

     (d)  The need to prevent the Member's eviction from his principal residence
          or mortgage foreclosure on the Member's principal residence.

7.3  Conditions to Payment
     ----------------------

     Absent actual knowledge, a Member is deemed to have met the withdrawal
     requirements under this Section if he submits a written request
     specifically identifying the hardship and attaches a photocopy of (i) bills
     for previously incurred medical care or physician's reports and other
     evidence of medical care to be incurred, (ii) a contract to purchase

                                       49
<PAGE>

     property which he represents to be his principal residence, (iii) a notice
     or other evidence of imminent eviction from property which the Member
     represents to be his principal residence, (iv) a notice or other evidence
     of imminent foreclosure action on property which the Member represents to
     be his principal residence, (v) enrollment or registration forms or other
     evidence of tuition and related educational fees due for the next 12 months
     of post-secondary education, or (vi) other evidence of the claimed hardship
     and the amount of funds required to alleviate the hardship.

     In addition, the Member must represent that (i) the financial need cannot
     be relieved by insurance reimbursement or compensation or otherwise, (ii)
     the financial need cannot be relieved by liquidating of any of the Member's
     remaining assets (or any remaining assets of the Member's spouse or minor
     children that are readily available) without the liquidation itself causing
     an immediate and heavy financial hardship, (iii) the financial need cannot
     be relieved by the Member's stopping any authorized Plan contributions,
     (iv) the Member has received or applied for all other distributions
     available from plans maintained by the Company (or any other employer), and
     distributions have not or will not relieve the claimed financial hardship,
     and (v) the Member has received or applied for all nontaxable loans
     available from plans maintained by the Company (or any other employer) and
     from commercial sources, and those loans have not or will not relieve the
     claimed financial hardship.  A need cannot reasonably be relieved by one of
     the actions listed in items (i) through (v) above if the effect would be to
     increase the amount needed.  For example, the need for funds to purchase a
     principal residence cannot reasonably be relieved by a Plan loan if the
     loan would disqualify the employee from obtaining other necessary
     financing.

     The Benefits Administrative Committee has no duty or obligation to
     independently investigate or verify the truth or accuracy of any of the
     Member's representations or the authenticity or accuracy of any documentary
     evidence the Member provides and, absent actual knowledge to the contrary,
     the Benefits Administrative Committee shall assume that any representation
     made is true and correct and any documentary evidence is authentic and
     correct.

7.4  Additional Requirements
     -----------------------

     If a financial hardship withdrawal is granted, (i) the Member's
     contributions to any other plan of "qualified" deferred compensation, other
     than contributions to health or welfare benefit plans or mandatory
     contributions to any defined benefit plan maintained by the Plan Sponsor or
     any Subsidiary or Affiliate, and (ii) the Member's Elective Deferrals and
     Savings Contributions under this Plan will be suspended for the six month
     period immediately following the hardship distribution date.  A Member may
     not request a Direct Rollover of any financial hardship withdrawal.

                                       50
<PAGE>

                                   SECTION 8
                         WITHDRAWALS DURING EMPLOYMENT
                         -----------------------------

8.1  In General
     ----------

     A Member may at any time request to withdraw all or part of the Member's
     Withdrawable Amounts.  For purposes of this Section, dividends on shares of
     Lyondell Chemical Company Common Stock attributable to Withdrawable Amounts
     shall not be eligible for a part of a partial withdrawal under this
     Section.  Any request for a  withdrawal of Withdrawable Amounts must be in
     the form and manner approved by the Benefits Administrative Committee.
     Distribution will be made in the form described in Paragraph 8.6 and in the
     order of priority set forth in Paragraph 8.2 or Paragraph 8.3, as
     applicable.  All withdrawals shall be based on the current market value of
     the Withdrawable Amounts on the Valuation Date immediately prior to the
     date of the  distribution and shall be taken proportionately from each
     Member Fund Subaccount unless the Member otherwise specifically directs.
     If the market value of a Member's Fund Subaccounts on the actual
     distribution date is less than the current Market Value on last Valuation
     Date prior to the distribution, any withdrawal will be limited to the
     market value on the distribution date.

8.2  Total Withdrawals
     -----------------

     A Member may request a total withdrawal of all Withdrawable Amounts.  A
     Member who has attained age 59 1/2 may request a total withdrawal of
     Withdrawable Amounts, plus all of the Member's Elective Deferrals and
     Company Contributions. Total withdrawals shall be distributed in a single
     lump sum payment as soon as practicable after the date the withdrawal
     request is received by the Benefits Administrative Committee.

8.3  Partial Withdrawals
     -------------------

     A Member may make a partial withdrawal of his Withdrawable Amounts, or if
     the Member has attained age 59 1/2, a partial withdrawal of his
     Withdrawable Amounts, Elective Deferrals and Company Contributions. A
     partial withdrawal will be made in the following order by distributions
     from each category until the amounts in that category are exhausted:

     (a)  Amounts credited as the Member's After-Tax Contributions made prior to
          January 1, 1987;

     (b)  Amounts credited as:  (i) Savings Contributions, plus earnings, and
          (ii) all Member After-Tax Contributions made on or after January 1,
          1987, plus earnings;

     (c)  Amounts credited as (i) After-Tax Matching Contributions, plus
          earnings, and (ii) After-Tax Contributions, plus earnings;

     (d)  Amounts credited as Prior Millennium Plan Accounts, plus earnings;

                                       51
<PAGE>

     (e)  Amounts credited as Rollover Contributions;

     (f)  Amounts credited as Elective Deferrals, plus earnings, if the Member
          has attained age 59 1/2 ; and

     (g)  Amounts credited as Company Contributions, plus earnings, if the
          Member has attained age 59 1/2.

8.4  Special ESOP Distribution Rule
     ------------------------------

     A Member may withdraw, at any time, assets maintained in the Member's
     Account which were formerly held under the Atlantic Richfield Employee
     Stock Ownership Plan and transferred to the Prior Plans, or which were held
     under the Millennium Employee Stock Ownership Plan and ultimately
     transferred to this Plan, notwithstanding any contrary Plan provision or
     any terms, conditions or limits which otherwise apply to withdrawals under
     this Section.

8.5  Irrevocable Election
     --------------------

     An election to make a withdrawal pursuant to this Section shall be
     irrevocable upon receipt of a properly completed withdrawal election.

8.6  Payment Form
     ------------

     Withdrawal distributions shall be made in a lump sum cash payment;
     provided, that a Member may elect to receive withdrawals of amounts
     ---------
     attributable to Former Employer Stock or Lyondell Chemical Company Common
     Stock in the form of stock.

                                       52
<PAGE>

                                   SECTION 9
                               LOANS TO MEMBERS
                               ----------------

9.1  General Provisions
     ------------------

     A Qualified Participant may borrow according to the terms and conditions of
     this Section and the loan procedures established by the Benefits
     Administrative Committee.

9.2  Loan Procedures
     ---------------

     The Benefits Administrative Committee shall establish loan procedures,
     consistent with applicable provisions of the Code and ERISA, which govern
     Plan loan approval and administration.  The procedures shall be uniformly
     applied to all similarly situated Qualified Participants.  The Benefits
     Administrative Committee may prescribe additional loan procedures it deems
     to be necessary or appropriate.

9.3  Loan Amount
     -----------

     A Qualified Participant may borrow no less than $1,000 for a general loan
     or $15,000 for a residential loan, but no more than the lesser of (a)
     $10,000 or one half of the Qualified Participant's account value on the
     loan application date, whichever is greater, or (b) $50,000, reduced by the
     highest outstanding loan balance under the Plan during the preceding 12
     months. The amount of any loan shall not exceed the Qualified Participant's
     account value on the loan application date.

9.4  Security
     --------

     A loan shall be secured by one-half of the total value of the Qualified
     Participant's account and shall be considered an investment in that
     account.

9.5  Deemed Distribution on Default
     ------------------------------

     If a Member:

     (a)  ceases to receive regular Base Pay, and has not made any alternative
          provision to repay the loan, or

     (b)  fails to repay principal or interest under a loan when due, then the
          loan will be deemed in default and the Benefits Administrative
          Committee will realize on the security according to applicable laws. A
          loan repayment which is suspended, as permitted under Code Section
          414(u)(4), shall not be considered a default during the suspension
          period.

     If a loan is deemed in default, the unpaid balance and all accrued but
     unpaid interest is due and payable immediately.  Following a default, the
     Benefits Administrative Committee may apply any secured portion of the
     Qualified Participant's Account balance

                                       53
<PAGE>

     to pay the loan, in whole or in part, and take any other action or remedy
     as allowed by law, but no portion of a Qualified Participant's Account
     balance attributable to Elective Deferrals shall be applied to repay the
     loan before the Account balance is otherwise distributable under Plan
     terms, except as permitted by the Code and ERISA.

                                       54
<PAGE>

                                  SECTION 10
                      PAYMENTS ON TERMINATION OF COMPANY
                      ----------------------------------
                  EMPLOYMENT, DEATH, DISABILITY, RETIREMENT,
                  ------------------------------------------
                           DIVORCE OR OTHER REASONS
                           ------------------------

10.1 Employment Termination
     -----------------------

     (a)  If Plan Membership is terminated due to a Member's disability or if
          the Member's employment with the Company and its Subsidiaries
          terminates (for a reason other than death), the Member shall receive
          all amounts credited to the Member's Account on the Valuation Date
          immediately prior to the distribution date according to this
          Paragraph.  Each Member shall be fully vested at all times in all
          amounts credited to the Member's Account.

     (b)  If a Member whose Account balance is more than $5,000 ($3,500 prior to
          January 1, 1998) as of the Valuation Date immediately before the
          Member's termination does not apply for distribution following
          employment termination according to (c), distribution will be deferred
          and the following provisions shall apply:

          (i)    The Member has the right to continue to invest his Account in
                 and among each of the investment alternatives available under
                 the Plan from time to time;

          (ii)   The Member may not withdraw any funds from the Member's Account
                 between the Member's employment termination date and the date
                 the Member's Account is finally distributed;

          (iii)  A Member's Account shall be distributed as soon as practicable
                 after the Member attains age 65; and

          (iv)   If the Member dies prior to final distribution, the Member's
                 Account shall be distributed according to Paragraph 10.2.

     (c)  In lieu of a distribution at age 65, a Member whose Member Account
          balance is more than $5,000 ($3,500 prior to January 1, 1998) as of
          the Valuation Date immediately before the Member's termination may
          elect in writing to receive distribution at any time following the
          Member's employment termination of all amounts credited to the
          Member's Account. A Member who does not elect distribution is deemed
          to have elected to defer distribution as provided in (b).
          Notwithstanding any contrary Plan provision, prior to April 1, 1999, a
          distribution of a Member's Account for a Member attaining age 70 1/2
          prior to April 1, 1999 who is not a "5% owner" (as defined in Code
          Section 416), shall commence no later than the April 1 following the
          calendar year in which the Member attains age 70 1/2 after March 31,
          1999, whether or not the Member's Service had terminated that year.
          Effective April 1, 1999, a distribution of a Member's Account for a
          Member attaining age 70 1/2 after March 31, 1999, who is not a 5%
          owner, shall
                                       55
<PAGE>

          commence no later than the April 1 following the later of (i) the
          calendar year in which the Member attains 70 1/2 or (ii) the calendar
          year in which the Member's Service terminates. If a Member is
          receiving distributions from his Account on April 1999 according to
          this Section as in effect before April 1, 1999, but would not be
          required to receive distributions under this Section as in effect on
          April 1, 1999, then the Member may elect to stop distributions from
          the Member's Account until the April 1 after the end of the calendar
          year in which the Member's Service terminates. Distributions under
          this Section shall be at least equal to the required minimum
          distributions under Code Section 401(a)(9) and associated regulations.
          Distribution of a Member's Account for any Member who is a 5% owner
          (as described in Code Section 416(i)(1)(A) determined for the Plan
          Year ending in the calendar year in which the Member attains age 70
          1/2) shall occur no later than the first day of April following the
          calendar year in which the Member attains age 70 1/2. For Plan
          distributions made for calendar years beginning on or after January 1,
          2001, the Plan will apply the minimum distribution requirements of
          Code Section 401(a)(9) according to the regulations under Code Section
          401(a)(9) proposed on January 17, 2001, notwithstanding any contrary
          Plan provision. This amendment shall continue in effect until the end
          of the last calendar year which begins before the effective date of
          final regulations under Code Section 401(a)(9) or some other date
          specified in guidance published by the Internal Revenue Service.

     (d)  If a Member has an Account balance of $5,000 ($3,500 prior to January
          1, 1998) or less as of the Valuation Date immediately before the
          Member's termination, the Member's Account shall be distributed as
          soon as practicable, but if the Member Account balance is more than
          $5,000 on the Valuation Date immediately before the actual
          distribution date, the Member's Account balance distribution shall be
          made according to (b) and (c).

     (e)  If Code Sections 401(a)(11) and 417 do not apply to the distribution,
          the distribution may commence less than 30 days after giving the
          notice required under Section 1.411(a)-11(c) of the Income Tax
          Regulations, provided that:

          (i)    the Member has been clearly informed of his right to at least a
                 30 day notice period to consider whether or not to elect a
                 distribution (and, if applicable, a particular distribution
                 option), and

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


     (f)  For purposes of subparagraphs (b) through (d), a Member's Account
          balance shall be calculated without regard to any Rollover
          Contribution, plus earnings, held in the Member's Account.

                                       56
<PAGE>

10.2 Death
     -----

     (a)  Except as provided in (b) and (c), if a Member dies or if a former
          Member dies prior to distribution under Paragraph 10.1, and the Member
          or former Member is survived by a spouse, the Member's or former
          Member's Account shall be paid to the spouse of the Member or former
          Member's spouse.

     (b)  If a Member dies, or a former Member dies prior to distribution under
          Paragraph 10.1, and the consent requirements under (c) have been met,
          the Member's or former Member's Account shall be paid to the most
          recently designated beneficiary or beneficiaries according to the
          Member's beneficiary designation.  If no designation was made, or if
          all designated beneficiaries die before the Member or former Member,
          payment shall be made to the Member's or former Member's estate.

     (c)  If a Member or former Member is survived by a spouse, a Member's or
          former Member's Account may be paid to the beneficiary or
          beneficiaries most recently designated by the Member or former Member
          in writing on a form approved by and filed with the Benefits
          Administrative Committee; provided that, (i) the surviving spouse of
          the Member or former Member has irrevocably consented in writing to
          the designation of a specific beneficiary or beneficiaries to receive
          Plan benefits, the consent acknowledged the effect of the waiver and
          the consent was witnessed by a notary public, or (ii) it is
          established to the Plan's satisfaction that the required consent could
          not be obtained because the surviving spouse could not be located or
          because of other circumstances the Secretary of Treasury may
          prescribe.

     (d)  Any payment made under Paragraphs (a), (b) or (c) shall be made no
          later than 90 days following the close of the Plan Year in which the
          Plan received certification of the Member's death; provided, however,
          that if distributions have begun prior to the Member's or former
          Member's death, the remaining interest shall be distributed at least
          as rapidly as the method of distribution in effect as of the Member's
          or former Member's death.

     (e)  If the Member has not executed a new beneficiary designation under
          this Plan, the Member's beneficiary designation for a Prior Plan shall
          remain in effect.

10.3 Disability
     ----------

     Disability means that a Member is determined to be disabled under the terms
     of a long-term disability plan sponsored by the Company or a Subsidiary or
     Affiliate.

10.4 Divorce
     -------

     Pursuant to Qualified Domestic Relations Order Procedures adopted by the
     Benefits Administrative Committee, to the extent specified in a QDRO,
     distributions from a Member's Account may be made to an Alternate Payee
     prior to the Member's termination of employment, death, disability or
     retirement.  Distributions under this

                                       57
<PAGE>

     Paragraph shall be made at the time set forth in the QDRO or, if the order
     provides, at the time elected by the Alternate Payee. Distributions shall
     be made in Lyondell Chemical Company or Former Employer Stock (if Lyondell
     Chemical Company or Former Employer Stock exists in the Member's Account)
     if the Alternate Payee is awarded stock under the QDRO, if the Alternate
     Payee requests distribution in the form of Lyondell Chemical Company Common
     Stock or Former Employer Stock or to the extent a proportionate division of
     the Member's Account results in a portion of the distribution in stock.

     When the Benefits Administrative Committee receives notice that a domestic
     relations order intended to be a QDRO is being prepared and will be
     provided to the Benefits Administrative Committee within a reasonably short
     period of time, the Benefits Administrative Committee may place a temporary
     hold on any Plan benefit distribution  to the affected Member, pending the
     determination of (a) whether the order is a QDRO and (b) the rights of the
     Alternate Payee under such order.

10.5 Distributions
     -------------

     (a)  Except as provided in Paragraphs 10.4 and 10.5(e), distributions shall
          be made in Lyondell Chemical Company Common Stock or Former Employer
          Stock, to the extent assets are held in the form of stock, and in cash
          to the extent invested in any other investment funds maintained under
          the Plan, unless the Member (or the Member's beneficiary in the case
          of the Member's death), elects in a form and manner approved by the
          Benefits Administrative Committee that all amounts held in the
          Member's Account be converted to cash or stock and paid in a single
          payment to the Member.  Distributions made in the form of Lyondell
          Chemical Company Common Stock or other qualified employer security
          shall be subject to the distribution requests under 10.5(f).

     (b)  All Plan distributions shall be determined and made according to the
          provisions of Code Section 401(a)(9), including the minimum
          distribution incidental benefit requirement of Section 1.401(a)(9)-2
          of the proposed Income Tax Regulations, which are incorporated by
          reference in this Plan.  These requirements shall take precedence over
          any inconsistent Plan provision.

     (c)  The amount of any distribution to be made under this Section shall be
          reduced by any amount the Qualified Participant owes under Section 9
          (including accrued interest), as of the Valuation Date immediately
          prior to the distribution date.  This reduction shall constitute a
          complete discharge of all liability to the Plan, up to the amount
          actually reduced from the distribution.

     (d)  The distribution of Plan benefits to a Member shall be made no later
          than the 60/th/ day after the latest of the close of the Plan Year in
          which (i) the Member attains age 65 or an earlier normal retirement
          age as specified in this Plan; (ii) the 10/th/ anniversary of the year
          in which the Member commenced Plan membership; or (iii) the Member's
          service with the Company is terminated.

                                       58
<PAGE>

     (e)  Special Rules For Eligible Rollover Distributions:
          -------------------------------------------------

          (i)    This subparagraph shall be construed according to Code Section
                 401(a)(31). Notwithstanding any contrary Plan provision that
                 would otherwise limit a Distributee's election under this
                 subparagraph, a Distributee may elect, at the time and in the
                 manner approved by the Benefits Administrative Committee, to
                 have any portion of an Eligible Rollover Distribution (other
                 than, if applicable, any portion attributable to an offset of
                 the Member's outstanding of the Member's outstanding loan
                 balance) paid directly to an Eligible Retirement Plan specified
                 by the Distributee in a Direct Rollover. Prior to any Direct
                 Rollover under this subparagraph, to the extent required by the
                 Benefits Administrative Committee, the Distributee shall
                 furnish the Benefits Administrative Committee with a statement
                 from the plan administrator or trustee of the qualified plan,
                 or the trustee or custodian of the individual retirement
                 account or annuity, to the trustee or custodian of the
                 individual retirement account or annuity, to which the Direct
                 Rollover is to be transferred that the plan, account or annuity
                 is, or is intended to be, an Eligible Retirement Plan. The
                 provisions of this subparagraph shall apply if the Eligible
                 Rollover Distribution amounts are reasonably expected to total
                 $200 or more or, if less than 100 percent of the Member's
                 Eligible Rollover Distribution is to be a direct rollover, the
                 Direct Rollover is $500 or more.

     (f)  Special Rules Regarding Distribution of Lyondell Chemical Company
          -----------------------------------------------------------------
          Stock.
          -----

          (i)    If Financed Shares are to be distributed and Financed Shares
                 consist of more than one class, the distribution must be made
                 in substantially the same proportion of each class.

          (ii)   Distribution of Financed Shares in a Member's Account shall
                 occur no later than one year after the close of the Plan Year
                 (1) in which the Member separated from service because of
                 normal retirement age, disability or death or (2) which is the
                 5/th/ plan year following the Plan Year in which the Member
                 otherwise separated from service, unless the Member is
                 reemployed by the Company before distribution is required under
                 this Section.

          (iii)  Any employer securities which are not publicly traded or are
                 subject to a trading limitation when distributed must be
                 subject to a put option. The put option is exercisable only by
                 the Member, the Member's donees, or by a person (including an
                 estate or its distributee) to whom the employer securities pass
                 by reason of a Member's death. The put option must permit the
                 Member to put the employer securities to the Company. The put
                 option must be exercisable during the 60 consecutive days
                 beginning on the date that the employer securities are
                 distributed by the Plan, and for another 60 consecutive days
                 during the Plan Year after the Plan Year in which the shares
                 were distributed ("exercise period"). The exercise period

                                       59
<PAGE>

                 does not include any period when a Distributee is unable to
                 exercise the put option because the party bound by the put
                 option is prohibited from honoring it by applicable Federal or
                 State law. The put option may be exercised by notifying the
                 Company in writing. The put option is exercisable at the fair
                 market value of the employer security on the date of the
                 transaction, determined in good faith based on all relevant
                 factors. At the Benefits Administrative Committee's discretion,
                 (1) payment under a put option will be made in cash within 30
                 days after the put option is exercised or (2) the payment may
                 be made by repurchase of employer securities which are
                 distributed as part of a total distribution. If payment is by
                 repurchase, the amount may be paid in substantially equal
                 periodic payments, no less frequently than annually, within a
                 period that begins no later than 30 days after the put option
                 is exercised and which does not exceed five years, if adequate
                 security is provided and a reasonable interest is paid on
                 unpaid amounts. For purposes of this subsection, a total
                 distribution means the distribution within one taxable year of
                 the balance of the credit of the Member's Account. The
                 provisions described in this subsection are non-terminable even
                 if an Acquisition Loan is repaid or the Plan ceases to be an
                 ESOP.

                                       60
<PAGE>

                                   SECTION 11
                   FACILITY OF PAYMENT AND LAPSE OF BENEFITS
                   -----------------------------------------

11.1 Provision for Incapacity
     ------------------------

     If the Benefits Administrative Committee determines that any person
     entitled to receive any Plan payment is subject to an incapacity due to the
     person's minority, illness or infirmity, mental incompetency, or any other
     reason, the Benefits Administrative Committee may, in its sole discretion,
     pay any other person it selects to disburse the payment for the benefit of
     the person entitled to it, including, without limitation, any relative or
     institution in whose care or custody the person entitled to the payment may
     be.  The Benefits Administrative Committee may, in its sole discretion,
     deposit any payment due to a minor to the minor's credit in any savings or
     commercial bank of its choice.

11.2 Undesignated Beneficiary or Inoperative Beneficiary Designation
     ---------------------------------------------------------------

     Subject to the provisions of Paragraph 10.2, any payment due to a person
     under this Plan for any period prior to the date of the person's death, and
     any payment due as a result of the person's death without a valid
     beneficiary designation, shall be paid by the Benefits Administrative
     Committee to the executor or personal representative of decedent's estate.

11.3 Payments
     --------

     Payments made under this Section shall be a complete discharge, to the
     extent of the payment, of all Plan liability or otherwise, of the Benefits
     Administrative Committee, the Trustee, the Company and this Plan.  The
     receipt of any payment, distribution or deposit by the person or persons
     receiving it shall be a complete acquittance, and neither the Benefits
     Administrative Committee, the Trustee, the Company or this Plan shall be
     liable to see to the application of any payments, distributions or deposits
     made.

                                       61
<PAGE>

                                  SECTION 12
                                 ADMINISTRATION
                                 --------------

12.1 Benefits Administrative Committee Appointment
     ---------------------------------------------

     Members of the Benefits Administrative Committee shall be appointed by the
     Compensation Committee., or by the Chairman of the Benefits Administrative
     Committee.

12.2 Records and Procedures
     ----------------------

     The Benefits Administrative Committee shall keep appropriate records of its
     proceedings and shall make available records, documents and other data as
     are required under ERISA for examination at reasonable times during normal
     business hours by any Member or beneficiary.  No Member or beneficiary
     shall have the right to examine any data or records reflecting any other
     Member or beneficiary's compensation, and the Benefits Administrative
     Committee shall not be required to make any data or records available other
     than those required by ERISA.  A Member shall be deemed to have accepted as
     correct any statement of account provided by the Benefits Administrative
     Committee unless written notice to the contrary is received by the Benefits
     Administrative Committee within 30 days after the date of mailing.

     The Chairman, the secretary and any one or more members of the Benefits
     Administrative Committee to whom the Benefits Administrative Committee has
     delegated the power, shall have the power, individually and severally, to
     execute any document on the Benefits Administrative Committee's behalf, and
     to execute any certificate or other written evidence of the Benefits
     Administrative Committee's action.  The Trustee, after written notice of
     any delegation of power, shall accept and may rely upon any document
     executed by that member until the Benefits Administrative Committee revokes
     that delegation of power in writing and notifies the Trustee.

12.3 Benefits Administrative Committee:  General Administrative Powers and
     ---------------------------------------------------------------------
     Duties
     ------

     As part of its overall administrative responsibility for the Plan, but
     subject to any contrary determination by the Compensation Committee, the
     Benefits Administrative Committee has exclusive responsibility for the
     general Plan administration, according to the Plan terms and provisions,
     and shall have all discretion and powers necessary to accomplish its
     purposes, including, without limit, the right, power, authority and duty:

     (a)  to make nondiscriminatory rules, regulations and bylaws to administer
          the Plan that are not inconsistent with the terms and provisions;

     (b)  to construe and interpret all Plan terms, provisions, conditions and
          limits and the Benefits Administrative Committee's construction and
          interpretation shall be final and conclusive on all persons or
          entities;

                                       62
<PAGE>

     (c)  to correct any defect, to supply any omission, or to reconcile any
          inconsistency that may appear in the Plan in the manner and to the
          extent the Benefits Administrative Committee deems necessary or
          appropriate and the Benefits Administrative Committee's judgment in
          these matters shall be final, conclusive and binding on all persons
          and entities;

     (d)  to decide all questions of eligibility of employees to become Members,
          to determine the amount, manner and time of payment of any Plan
          benefits, including all findings of facts necessary to make decisions
          and determinations, and to prescribe procedures to be followed by
          distributees to obtain benefits;

     (e)  to determine all controversies relating to Plan administration,
          including without limitation:  (i) differences of opinion arising
          between the Company or any Subsidiary or Affiliate and the Trustee or
          a Member, or any combination thereof and (ii) any questions the
          Benefits Administrative Committee deems advisable to determine in
          order to promote nondiscriminatory Plan administration for the benefit
          of the Members and beneficiaries;

     (f)  to make a determination on any person's right to a benefit and to
          afford any person dissatisfied with that determination the right to a
          full and fair review in accordance with the provisions of Paragraph
          12.7;

     (g)  to receive any information necessary for the proper Plan
          administration from the Company, Members or beneficiaries;

     (h)  to receive and review reports from the Trustee regarding the financial
          condition, and the receipts and disbursements, of the Trust Fund;

     (i)  to select, appoint, employ and compensate consultants, actuaries,
          accountants, attorneys, and any other agents and employees as the
          Benefits Administrative Committee deems necessary or advisable for
          proper and efficient Plan administration.  Any agent, firm or employee
          selected by the Benefits Administrative Committee may be a
          Disqualified Person or a Party in Interest but only if the applicable
          requirements of the Code and ERISA have been satisfied;

     (j)  to review periodically the Trustee's administrative performance;

     (k)  to direct and instruct the Trustee in all matters relating to the Plan
          benefit payments and to determine a Member's or a beneficiary's
          entitlement to a benefit, or any portion thereof, should he appeal a
          denial of his claim;

     (l)  to prepare, file and distribute in the manner the Benefits
          Administrative Committee determines to be appropriate information,
          reports or materials required by the reporting and disclosure
          requirements of ERISA, and to maintain all records necessary to verify
          information required to be filed or distributed in a manner the
          Benefits Administrative Committee determines to be appropriate;

                                       63
<PAGE>

     (m)  to take any necessary or appropriate action to directly transfer to
          the Trustee any or all of a Member's assets held under any other plan
          in a direct rollover transaction which otherwise satisfies the
          requirements for transfer to this Plan.  An employee who is not yet a
          Member but is eligible to become a Member shall be deemed to be a
          Member for the limited purpose of making a direct transfer.  However,
          that employee shall not be entitled to make or authorize Plan
          contributions or share in the allocation of any Company Contributions
          unless and until the employee satisfies the Plan's applicable
          eligibility requirements, becomes a Plan Member and satisfies all Plan
          requirements for Member or Company Contributions.  Any amounts
          directly transferred to the Plan shall not have any effect on Plan
          limits on Elective Deferrals, Savings Contributions or Company
          Contributions under the Plan;

     (n)  to determine whether the requirements of Paragraph 10.5 have been
          satisfied and, if the Benefits Administrative Committee determines, to
          instruct the Trustee to directly rollover an eligible rollover to the
          trustee or custodian of an eligible retirement plan, as elected by the
          Distributee of the Eligible Rollover Distribution;

     (o)  to authorize the Trustee to receive and accept a trustee-to-trustee
          transfer of plan assets from another plan on behalf of participants in
          that plan, following the Benefits Administrative Committee's
          determination that the requirements of Code Section 4.11(d)(6) can be
          satisfied on the transfer;

     (p)  to authorize the Trustee to make a transfer on behalf of a Member of
          this Plan to the trustee of a plan maintained by a company that is a
          Transferor Company in a trustee-to-trustee transfer of plan assets in
          connection with the Member's transfer of employment to a company that
          is a Transferor Company; and

     (q)  in addition to the power to delegate signature authority in accordance
          with Paragraph 12.2, to delegate in writing clerical, recordation and
          ministerial duties of the Benefits Administrative Committee under the
          Plan as it may deem necessary or advisable for the proper and
          efficient administration of the Plan or the Trust.

     Whenever the Benefits Administrative Committee, under its discretionary
     powers, is required to construe or interpret this Plan or decide any
     controversy or questions relating to Plan eligibility or benefits payable
     to any Member or beneficiary, the Benefits Administrative Committee's
     interpretation, decision or judgment on that issue shall be considered
     final, binding and conclusive for all affected persons.

12.4 Benefits Administrative Committee:  Investment Powers and Duties
     ----------------------------------------------------------------

     In addition to the general administrative powers and duties set forth in
     Paragraph 12.3, and subject to any contrary determination by the
     Compensation Committee, the Benefits Administrative Committee also shall
     have authority to manage and invest the Trust Fund according to the terms
     and provisions of the Plan and Trust Agreement and shall have all

                                       64
<PAGE>

     powers necessary to accomplish this objective, including, without limit,
     the right, power, authority and duty:

     (a)  to direct the Trustee on the investment of all or a segregated portion
          of the assets of the Trust Fund, including investment in pooled,
          common or collective trust funds, or other similar investment
          vehicles, subject to the Compensation Committee's authorization and
          the provisions of the Trust Agreement;

     (b)  to delegate its authority with respect to investment of the Trust Fund
          in whole or in part to one or more qualified investment managers,
          within the meaning of Section 3(38) of ERISA, or to another named
          fiduciary;

     (c)  to develop and implement and investment policy for the Trust Fund;

     (d)  as requested, to prepare periodic reports for review by the
          Compensation Committee;

     (e)  to periodically oversee and review the investment performance, asset
          allocation combinations and fees of the Trustee, any qualified
          investment manger, and any other named fiduciary to whom the Benefits
          Administrative Committee has delegated its authority with respect to
          investment of the Trust Fund; and to periodically oversee and review
          the performance of any other consultants;

     (f)  to consult with the Compensation Committee in the selection of the
          Trustee and the monitoring of the Trustee's performance; and

     (g)  to direct the Trustee to purchase or sell Financed Shares held in the
          Unallocated Stock Account in the Trust Fund to or from any person,
          including the Company or any former Member, provided that no
          commission shall be charged for any purchase or sale to or from any
          Employer (or any other Disqualified Person or Party in Interest) and
          that the transaction otherwise complies with Section 408(e) of ERISA.

12.5 Company to Supply Information
     -----------------------------

     The Company shall supply full and timely information as the Benefits
     Administrative Committee requires to properly fulfill its duties.  The
     Benefits Administrative Committee shall be entitled to rely upon
     information furnished by the Company when making any determination in
     connection with the Plan.

12.6 Payment of Expenses
     -------------------

     All expenses properly and actually incurred by the Benefits Administrative
     Committee in the performance of its duties under the Plan, including but
     not limited to actuarial, legal, accounting and Trustee's fees, shall be
     paid by the Company, unless the Plan Sponsor, in its sole discretion,
     elects to have those expenses paid from the Trust Fund.

                                       65
<PAGE>

     Each participating employer shall bear a portion of each expense as
     determined by the Benefits Administrative Committee based on the
     approximate total amounts in the Accounts of Members employed by that
     participating employer compared to the approximate total amount in the
     Members' Accounts.

12.7 Benefits Claims Procedure
     -------------------------

     A Member or other Plan participant, or his authorized representative,
     should file a claim for a Plan benefit, with the Plan's administrator.
     Under normal circumstances, a final decision on a claimant's request for
     benefits shall be made within 90 days after the claim is received.
     However, if special circumstances require an extension of time to process a
     claim, a final decision may be deferred up to 180 days after the claim is
     received if, prior to the end of the initial 90 day period, the claimant is
     notified in writing of special circumstances requiring the extension and
     the anticipated date of a final decision.  If the claim is denied within
     the applicable period of time set out above, the claimant shall receive
     written or electronic notice of the denial, which shall state, in a manner
     calculated to be understood by the claimant, specific reasons for the
     denial, the relevant Plan provisions on which the denial is based, a
     description of any additional material or information necessary for the
     claimant to perfect the claim, an explanation of why the material or
     information is necessary, and a explanation of the Plan's claims review
     procedure, including the right to file suit after review.  If  a claim is
     denied, or if no action is taken on the claim within these time periods,
     the following procedure shall be used:

     (a)  First, if the claimant does not receive timely written or electronic
          notice, the claimant's request for benefits shall be deemed to be
          denied as of the last day of the applicable time period.  The claimant
          shall be entitled to a full review of his claim under provisions of
          this Paragraph.

     (b)  Second, a claimant is entitled to a full and fair review of his denied
          claim after actual or constructive notice of a denial.

     A claimant, or his authorized representative, must request the review in
     writing, set forth the grounds upon which he bases his request, any
     supporting facts, and whatever comments or arguments he wishes to make.
     The claimant shall have reasonable access to all relevant documents
     pertaining to the claim.

     A request for a review must be filed in writing with the Benefits
     Administrative Committee within 60 days after the claimant actually or
     constructively receives the denied claim.  If a request is not received
     within the 60-day time limit, the denial will be final.

     The Benefits Administrative Committee shall conduct a full and fair review
     of each denied claim which is appealed, including an examination of any
     written materials the claimant or the Company submits in connection with
     it.  The Benefits Administrative Committee may require the Company or the
     claimant to furnish, on 30 days written notice by the Benefits
     Administrative Committee, additional facts, documents or other

                                       66
<PAGE>

       evidence as the Benefits Administrative Committee, in its sole
       discretion, deems necessary or advisable for its review.

       When a request for review of a denied claim is filed timely, under normal
       circumstances, the Benefits Administrative Committee shall render its
       decision no later than the date of its next regularly scheduled meeting,
       unless the request is filed less than 30 days prior to that meeting. If
       the request is filed less than 30 days prior to a regularly scheduled
       meeting, the Benefits Administrative Committee shall render its decision
       no later than the date of the second regularly scheduled meeting after it
       receives the request. If special circumstances require an extension of
       time, a final decision shall be rendered no later than the third
       regularly scheduled meeting after it receives the request for review, if
       the claimant is notified in writing of the special circumstances and the
       date of the decision, prior to any extension of time due to special
       circumstances. If the decision on review is not furnished to the claimant
       within the applicable time period(s), the claim shall be deemed denied on
       the last day of the applicable period. Decisions of the Benefits
       Administrative Committee shall be in writing or provided electronically
       no later than five days after the decision is made. The decision shall
       include specific reasons for the action taken, including the specific
       Plan provisions on which the decision is based and the claimant shall be
       notified of his right to reasonable access, on request, to relevant
       documents or other information without charge.

12.8   Nondiscriminatory Operation
       ---------------------------

       The Benefits Administrative Committee shall exercise its responsibility
       and authority under this Plan in a nondiscriminatory manner with respect
       to all Members.

12.9   Benefits Administrative Committee Liability and Liability Insurance
       -------------------------------------------------------------------

       No member of the Benefits Administrative Committee shall be liable for
       any act or omission of any other member of the Benefits Administrative
       Committee, the Trustee, any qualified investment manager appointed by the
       Benefits Administrative Committee, any named fiduciary established under
       the Plan or delegated to by the Benefits Administrative Committee or any
       other agent or representative appointed by the Benefits Administrative
       Committee, except to the extent required by ERISA and any other
       applicable federal law, and then only if and to the extent that the
       liability cannot be waived. No member of the Benefits Administrative
       Committee shall be liable for any other applicable federal law, and then
       only if and to the extent the liability cannot be waived. It is the
       express intent of the Company and the Plan to waive any liability
       described in this Paragraph 12.9 to the fullest extent permitted by law.

12.10  Persons Serving in Dual Fiduciary Roles
       ---------------------------------------

       Any person or entity may serve in more than one fiduciary capacity
       regarding the Plan, including the ability to serve both as Trustee and as
       a member of the Benefits Administrative Committee.

                                       67
<PAGE>

12.11  Compliance Matters
       ------------------

       The Plan sponsor has final financial responsibility for compliance with
       all reporting and disclosure requirements imposed on the Plan under any
       applicable federal law, or under any regulations or other authority
       promulgated by the appropriate governmental authority.

12.12  Unlocated Member
       ----------------

       If, after reasonable and diligent effort, the Benefits Administrative
       Committee is unable to locate a Member or beneficiary entitled to Plan
       payment, payment may be forfeited and used to pay Plan expenses. If the
       Member or beneficiary later files a claim for benefit, the benefit will
       be reinstated.

                                       68
<PAGE>

                                  SECTION 13
                    AMENDMENTS, DISCONTINUANCE, LIABILITIES
                    ---------------------------------------

13.1 Plan Amendment
     --------------

     This Plan may be amended at any time and from time to time by the
     Compensation Committee by a written resolution or directive of that
     Committee. However, no amendment shall reduce any Member's Account as of
     the later of the effective date or the date of the amendment's adoption.

13.2 Termination
     -----------

     The Plan Sponsor currently intends to continue this Plan indefinitely but
     reserves the right to terminate it at any time. If the Plan should
     terminate, the Trustee, shall notify the Internal Revenue Service of the
     Plan termination, and the Plan Sponsor shall apply to the Internal Revenue
     Service for a determination letter with respect to the Plan termination.
     The Trustee shall not distribute the assets in the Trust Fund in violation
     of applicable provisions of Section 10 of the Plan or prior to receipt of a
     copy of a determination letter from the Internal Revenue Service to the
     effect that an immediate distribution of Plan assets will not adversely
     affect the Plan's prior qualification under Code Sections 401(a) and
     4975(e)(7) and the Trust exemption under Code Section 501(a).

     Notwithstanding any contrary Plan provision, Elective Deferrals (including
     any Recharacterized Contributions) allocated and credited to the affected
     Members' Accounts may be distributed in any authorized form which
     constitutes a lump sum distribution described in Code Section 401(k)(10)
     prior to the time that the amounts would otherwise be distributed if (i)
     the Plan is terminated without establishing a successor plan in
     contravention of Code Section 401(k)(10)(A)(i), (ii) the Plan Sponsor (or
     adopting Subsidiary or Affiliate) disposes (to an employer which is not an
     affiliated employer within the meaning of Code Sections 414(b), (c), (m) or
     (o)) of substantially all of the assets (within the meaning of Code Section
     409(d)(2)) used by the Plan Sponsor (or adopting Subsidiary or Affiliate)
     in a Plan Sponsor's (or adopting Subsidiary or Affiliate) trade or business
     for any former Member who continues employment with the employer which
     acquires those assets, and the Plan Sponsor (or adopting Subsidiary or
     Affiliate) continues to maintain the Plan after the disposition, or (iii)
     the Plan Sponsor (or adopting Subsidiary or Affiliate) disposes (to an
     employer which is not an affiliated employer within the meaning of Code
     Sections 414(b), (c), (m) or (o)) of its interest in a subsidiary (within
     the meaning of Code Section 409(d)(3)) for any former Member who continues
     employment with the subsidiary, and the Plan after the disposition. A
     distribution may be made under Code Section 401(k)(10) and clauses (ii) and
     (iii) of the preceding sentence only if the Plan Sponsor (or adopting
     Subsidiary or Affiliate) continues to maintain the Plan after the
     disposition. This requirement is satisfied only if the purchaser does not
     maintain the Plan after the disposition. A purchaser also maintains the
     Plan if the Plan is merged or consolidated with, or any assets or
     liabilities are transferred from, the Plan to a plan maintained by the
     purchaser in a transaction subject to Code Section 414(l)(1). A

                                       69
<PAGE>

     purchaser is not treated as maintaining the Plan merely because a plan that
     it maintains accepts rollover contributions of amounts distributed by the
     Plan.

     For purposes of the previous Paragraph, according to Section 1.401(k)-
     1(d)(3) of the Income Tax Regulations, a successor plan is any other
     defined contribution plan maintained by the same employer. However, if
     fewer than two percent of the employees who are eligible under the Plan at
     the time of its termination are or were eligible under another defined
     contribution plan at any time during the 24-month period beginning 12
     months before the time of the termination, the other plan is not a
     successor plan. The term "defined contribution plan" means a plan that is a
     defined contribution plan as defined in Code Section 414(i), but does not
     include an employee stock ownership plan as defined in Code Sections
     4975(e) or 409 or a simplified employee pension as defined in Code Section
     408(k). A plan is a successor plan only if it exists at the time the Plan
     is terminated or within the period ending 12 months after distribution of
     all assets from the Plan.

     The termination of Plan participation by the Plan Sponsor or an adopting
     Subsidiary or Affiliate will not constitute a Plan termination with respect
     to any other remaining employers.

13.3 Company Liability
     -----------------

     The Company shall have no liability for any Plan payments except to make
     the contributions required by Section 4 and to pay the expenses described
     in Section 12. Any Plan payments shall be made solely from the Trust Fund.
     The Company's adoption of this Plan shall impose no obligation upon it to
     pay any benefits other than any liability as it may have under ERISA.

                                       70
<PAGE>

                                  SECTION 14
                             TOP HEAVY PROVISIONS
                             --------------------

     If the Plan is or becomes a Top Heavy Plan in any Plan Year, the provisions
of this Section 14 will supersede any conflicting provisions in the Plan.

14.1 Definitions
     -----------

     (a)  Key Employee means an Employee, former Employee or an Employee's
          ------------
          beneficiary who at any time during the determination period is:

          (i)   An officer of the Company or any Subsidiary or Affiliate (by
                which such individual is directly employed) who has annual
                Compensation greater than $130,000, as adjusted.

          (ii)  A five percent owner of the Company or any Subsidiary or
                Affiliate (treated separately); or

          (iii) A one percent owner of the Company or any Subsidiary or
                Affiliate (treated separately) who has annual Compensation of
                more than $150,000.

          The determination period of the Plan is the Plan Year. The
          determination of who is a Key Employee will be made in accordance with
          Code Section 416(i)(1).

     (b)  Top Heavy Plan: For any Plan Year, this Plan shall be a Top Heavy Plan
          --------------
          if any of the following conditions exists:

          (i)   If the Top Heavy Ratio for this Plan exceeds 60 percent and this
                Plan is not part of any Required Aggregation Group or Permissive
                Aggregation Group of plans;

          (ii)  If this Plan is a part of a Required Aggregation Group of plans
                (but which is not part of a Permissive Aggregation Group) and
                the Top Heavy Ratio for the group of plans exceeds 60 percent;
                or

          (iii) If this Plan is a part of a Required Aggregation Group of plans
                and part of a Permissive Aggregation Group and the Top Heavy
                Ratio for the Permissive Aggregation Group exceeds 60 percent.

     (c)  Top Heavy Ratio:
          ---------------

          (i)   If the Company or any Subsidiary or Affiliate maintains one or
                more defined contribution plans (including any simplified
                employee pension plan) and the Company or any Subsidiary or
                Affiliate has not maintained any defined benefit plan which
                during the 5-year period ending on the Determination Date(s) has
                or has had accrued benefits, the Top Heavy Ratio for this Plan
                alone or for the Required or Permissive Aggregation

                                       71
<PAGE>

                Group as appropriate is a fraction, the numerator of which is
                the sum of the account balances of all Key Employees as of the
                Determination Date(s) (including any part of any account balance
                distributed in the 1-year period (or the 5-year period for any
                in-service distributions) ending on the Determination Date(s)),
                and the denominator of which is the sum of all account balances
                (including any part of any account balance distributed in the 1-
                year period (or the 5-year period for any in-service
                distributions) ending on the Determination Date(s)), both
                computed in accordance with Code Section 416. Both the numerator
                and denominator of the Top Heavy Ratio shall be adjusted to
                reflect any contribution not actually made as of the
                Determination Date, but which is required to be taken into
                account on that date under Code Section 416.

          (ii)  If the Company or any Subsidiary or Affiliate maintains one or
                more defined contribution plans (including any simplified
                employee pension plan) and the Company or any Subsidiary or
                Affiliate maintains or has maintained one or more defined
                benefit plans which during the 5-year period ending on the
                Determination Date(s) has or has had any accrued benefits, the
                Top Heavy Ratio for any Required or Permissive Aggregation Group
                as appropriate is a fraction, the numerator of which is the sum
                of account balances under the aggregated defined contribution
                plan or plans for all Key Employees, determined in accordance
                with Paragraph 14.1(c)(i) above, and the Present Value of
                accrued benefits under the aggregated defined benefit plan or
                plans for all Key Employees as of the Determination Date(s), and
                the denominator of which is the sum of the account balances
                under the aggregated defined contribution plan or plans for all
                Members, determined in accordance with Paragraph 14.1(c)(i)
                above, and the Present Value of accrued benefits under the
                defined benefit plan or plans for all Members as of the
                Determination Date(s), all determined in accordance with Code
                Section 416. The accrued benefits under a defined benefit plan
                in both the numerator and denominator of the Top Heavy Ratio
                shall be adjusted for any distribution of an accrued benefit
                made in the 1-year period (or 5-year period for in-service
                distributions) ending on the Determination Date.

          (iii) For purposes of Paragraph 14.1(c)(i) and Paragraph 14.1(c)(ii)
                above, the value of account balances and the Present Value of
                accrued benefits will be determined as of the most recent
                Valuation Date that falls within or ends with the 12-month
                period ending on the Determination Date except as provided in
                Code Section 416 for the first and second Plan Years of a
                defined benefit plan. The account balances and accrued benefits
                of a Member (A) who is not a Key Employee but who was a Key
                Employee in a prior year, or (B) who has not been credited with
                at least one Hour of Service with an employer maintaining the
                Plan at any time during the 5-year period ending on the
                Determination Date will be disregarded. The calculation of the
                Top Heavy Ratio, and the extent to which distributions,
                rollovers and transfers are taken into account will be made in
                accordance

                                       72
<PAGE>

                with Code Section 416. Deductible Employee contributions shall
                not be taken into account for purposes of computing the Top
                Heavy Ratio. When aggregating plans, the value of account
                balances and accrued benefits will be calculated with reference
                to the Determination Dates that fall within the same calendar
                year.

          (iv)  The accrued benefit of a Member other than a Key Employee shall
                be determined under the method, (A) if any, that uniformly
                applies for accrual purposes under all defined benefit plans
                maintained by the Company or any Subsidiary or Affiliate, or (B)
                absent such method, as if benefits accrued not more rapidly than
                the slowest accrued rate permitted under the fractional rule of
                Code Section 411(b)(1)(C).

     (d)  Permissive Aggregation Group: The Required Aggregation Group of plans
          ----------------------------
          plus any other plan or plans of the Company or any Subsidiary or
          Affiliate which, when considered as a group with the Required
          Aggregation Group, would continue to satisfy the requirements of Code
          Sections 401(a)(4) and 410.

     (e)  Required Aggregation Group means:
          --------------------------

          (i)   Each qualified plan of the Company or any Subsidiary or
                Affiliate in which at least one Key Employee participates or
                participated at any time during the determination period
                (regardless of whether the plan terminated); and

          (ii)  Any other qualified plan of the Company or any Subsidiary or
                Affiliate which enables a plan described in (e)(i) to meet the
                requirements of Code Sections 401(a)(4) or 410.

     (f)  Determination Date means for any Plan Year subsequent to the first
          ------------------
          Plan Year, the last day of the preceding Plan Year; and for the first
          Plan Year of the Plan, the last day of that year.

     (g)  Valuation Date means December 31 of each year.
          --------------

     (h)  Present Value: Present Value shall be determined using the applicable
          -------------
          assumptions set forth in the defined benefit plan or plans.

     (i)  Compensation means compensation as defined in Section 4.8(b)(ii) of
          ------------
          the Plan.

14.2 Minimum Allocation
     ------------------

     (a)  Except as otherwise provided in (b), (c) and (d) below, the Company
          contributions allocated on behalf of any Member who is not a Key
          Employee shall not be less than the lesser of three percent of such
          Member's Compensation or in the case where the Company or any
          Subsidiary or Affiliate has no defined benefit plan which designates
          this Plan to satisfy Code Section 401, the largest percentage of
          Company or contributions, as a percentage of the first $200,000 of

                                       73
<PAGE>

          the Key Employee's Compensation, allocated on behalf of any Key
          Employee for that year. The minimum allocation is determined without
          regard to any Social Security contribution. Company Matching
          Contributions shall be taken into account for purposes of satisfying
          the minimum allocation requirement. This minimum allocation shall be
          made even though, under other Plan provisions, the Member would not
          otherwise be entitled to receive an allocation, or would have received
          a lesser allocation for the year because of (i) the Member's failure
          to complete 1,000 Hours of Service, or (ii) the Member's failure to
          make mandatory employee contributions to the Plan, or (iii) the
          Member's Compensation is less than a stated amount.

     (b)  The provision in (a) above shall not apply to any Member who was not
          employed by the Company on the last day of the Plan Year.

     (c)  If Members of this Plan are covered by one or more defined benefit
          plans maintained by the Company or any Subsidiary or Affiliate, the
          minimum allocation or benefit requirements applicable to Top Heavy
          plans shall be met by such defined benefit plan or plans.

     (d)  If Members of this Plan are covered by one or more defined
          contribution plans maintained by the Company or any Subsidiary or
          Affiliate, and are not covered by any defined benefit plans of the
          Company or any Subsidiary or Affiliate, the minimum allocation
          requirement will be met by the defined contribution plan in which the
          Employee is an active Member in the following order: (i) money
          purchase pension plan; (ii) profit sharing plan; and (iii) stock bonus
          plan.

14.3 Miscellaneous
     -------------

     (a)  The minimum accrued benefit required (to the extent required to be
          nonforfeitable under Code Section 416(b)) may not be suspended or
          forfeited under Code Sections 411(a)(3)(B) or 411(a)(3)(D).

     (b)  Compensation for any one Member for a Plan Year in excess of $200,000
          as adjusted by the Commissioner of Internal Revenue for increases in
          the cost of living in accordance with Code Section 401(a)(17)(B),
          shall be disregarded.

     (c)  In determining the highest rate of contribution applicable to any Key
          Employee, amounts that such Key Employee elects to defer under an
          agreement qualified under Code Section 401(k) will be counted for the
          purposes of Code Section 416.

                                       74
<PAGE>

                                  SECTION 15
                             FIDUCIARY PROVISIONS
                             --------------------

15.1 Allocation and Delegation of Fiduciary Responsibility
     -----------------------------------------------------

     Plan fiduciaries shall have only those specific powers, duties,
     responsibilities and obligations given them under this Plan or Trust
     Agreement. To the extent a fiduciary has delegated its authority and
     responsibility, it shall not be a fiduciary for Plan purposes (other than
     to the extent of its duty to monitor that delegation) and shall be relieved
     of its fiduciary duty to the maximum extent permitted by law.

     Each fiduciary shall be responsible for the proper exercise of its own
     powers, duties, responsibilities and obligations under the Plan and shall
     not be responsible for any act or failure to act of another fiduciary
     except to the extent provided by law. Each fiduciary warrants that any
     direction given, information furnished, or action taken by it shall be in
     accordance with the provisions of the Plan or the Trust Agreement, as the
     case may be, authorizing or providing for direction, information or action.
     Furthermore, each fiduciary may rely on any direction, information or
     action of another fiduciary as being proper under the Plan or the Trust
     Agreement and shall not be required to inquire into the propriety of any
     direction, information or action.

15.2 Named Fiduciary
     ---------------

     The Compensation Committee has delegated its fiduciary authority and
     responsibility to the Benefits Administrative Committee and the named
     fiduciary with respect to the Plan is the Benefits Administrative
     Committee, except that (a) as to any matter specified in the Plan or in the
                -----------
     Trust Agreement as being the responsibility or function of the Trustee, the
     named fiduciary is the Trustee, and (b) as to any matter with respect to
     which a Member (or beneficiary of a deceased Member) is designated to be
     the named fiduciary, the named fiduciary is the Member (or beneficiary).

15.3 Benefits Administrative Committee
     ---------------------------------

     The fiduciary duties of the Benefits Administrative Committee are
     specifically set forth in Paragraphs 12.3 and 12.4 of the Plan. The
     Benefits Administrative Committee, as it deems advisable, may delegate any
     or all of its powers and duties to any person. Any delegation must be in
     writing, specifying the powers or duties being delegated, and must be
     accepted in writing by the delegatee. Upon delegation and acceptance, the
     delegating Benefits Administrative Committee members shall have no
     liability for the acts or omissions of any delegatee, as long as the
     delegating committee members do not violate their fiduciary responsibility
     in making or continuing the delegation or otherwise violate co-fiduciary
     responsibility rules of ERISA.

                                       75
<PAGE>

                                  SECTION 16
                                 MISCELLANEOUS
                                 -------------

16.1 Payments and Benefits Not Assignable
     ------------------------------------

     No right or interest of any kind in the Trust Fund shall be transferable or
     assignable by a Member or by his beneficiary, or be subject to alienation,
     encumbrance, garnishment, attachment, execution, or levy of any kind,
     voluntary or involuntary, except with respect to certain judgments and
     settlements under Code Section 401(a)(13). This Paragraph also applies to
     the creation, assignment, or recognition of a right to any benefit payable
     to a Member pursuant to a domestic relations order, unless the order is
     determined to be a QDRO.

16.2 No Employment Right
     -------------------

     The adoption and maintenance of the Plan shall not constitute a contract
     between the Company and any Member or Employee, or be consideration for,
     inducement to, or condition of any person's employment. Neither the Plan
     provisions nor Plan membership shall give a Member the right to be retained
     in the Company's service or to interfere with the Company's right to
     terminate the Member's employment at any time.

16.3 Adjustments
     -----------

     The Benefits Administrative Committee may, with respect to a Member, adjust
     the Member's Account, adjust the Member's Credited Company Service, or may
     make other adjustments for the Member as required to correct administrative
     errors or provide uniform treatment of Employees in a manner consistent
     with the Plan intent and purpose.

16.4 Choice of Law
     -------------

     The Plan terms, conditions and provisions shall be construed, governed by
     and enforced under ERISA or other controlling federal law and, if not
     otherwise preempted, under the laws of the State of Texas.

16.5 Merger, Consolidation or Asset Transfer
     ---------------------------------------

     (a)  No merger or consolidation with, or transfer of any of the Plan's
          assets or liabilities to, any other plan shall occur at any time
          unless each Member would (if the Plan had then terminated) receive a
          benefit immediately after the merger, consolidation, or transfer that
          is equal to or greater than the benefit the Member would have been
          entitled to receive immediately before the merger, consolidation or
          transfer (if the Plan had then terminated).

     (b)  All or a portion of a Transferee Employee's account maintained on that
          Employee's behalf under a Transferor Company plan may be transferred,
          in a direct trustee-to-trustee transfer, to this Plan. Assets
          transferred shall be in cash and shall be invested according to
          Paragraph 6.2 provided, however, that any
                        --------  -------

                                       76
<PAGE>

          transferred assets invested in Former Employer Stock may be
          transferred to this Plan in stock, and shall be subject to the
          provisions of Paragraph 6.4 and Paragraph 6.5, respectively.

     (c)  On a Member's transfer of employment to LYONDELL-CITGO Refining LP or
          Equistar Chemicals, LP, all or a portion of the Member's Account
          balance may be transferred, in a direct trustee-to-trustee transfer,
          to a plan maintained by the respective company to the extent permitted
          by that plan. Assets shall be transferred in the form of cash;
          provided, however, that any assets invested in Former Employer Stock
          --------  -------
          or Lyondell Chemical Company Common Stock may be transferred in the
          form of stock to the extent permitted by that plan.

16.6 Deductible Contributions
     ------------------------

     Except as otherwise specifically provided in resolutions adopted by the
     Compensation Committee, all contributions to the Trust pursuant to the
     Plan's provisions are specifically conditioned on their deductibility for
     federal income tax purposes. Total Company Contributions shall not exceed
     the maximum amount allowable as a deduction to the Company under applicable
     provisions of Code Section 404. In addition, no contribution, other than a
     Catch-Up Contribution under Paragraph 3.8, shall be made to the Trust which
     would exceed the limits of Code Sections 402(g) or 415.

16.7 Evidence Furnished Conclusive
     -----------------------------

     Any person or persons involved in the Plan administration shall be entitled
     to rely upon any representation made or evidence furnished by an Employee,
     Member, or beneficiary on his age or other facts required to be determined
     under any of the Plan provisions, and shall not be liable for the payment
     of any monies in reliance thereon. Any representation or evidence shall be
     conclusively binding upon the Employee, Member, or beneficiary making or
     furnishing it, but not upon the Company, its Board of Directors (or other
     equivalent governing authority), or any other person or persons involved in
     the Plan administration. Nothing contained in this Plan shall be construed
     to prevent any party from contesting any representation or evidence or to
     relieve any Employee, Member or beneficiary from the duty of submitting
     satisfactory proof of his age or other fact.

16.8 Name and Address Changes
     ------------------------

     Each Plan Member, spouse and beneficiary shall at all times be responsible
     for notifying the Benefits Administrative Committee of any change in his
     name or address to which his benefit checks and other communications are to
     be mailed. If any check in payment of a Plan benefit (which was mailed by
     regular United States mail to the last known address of the payee as shown
     on the Benefits Administrative Committee records) is returned unclaimed,
     the Trustee shall discontinue further payments until otherwise instructed
     by the Benefits Administrative Committee.

                                       77
<PAGE>

16.9   Release of Claims
       -----------------

       Payment to any Member, or a Member's spouse or to his legal
       representative or beneficiary shall, to the extent of the payment be in
       full satisfaction of all claims against the Trust Fund and, as a
       condition precedent to any payment, the Benefits Administrative Committee
       may require the person to execute a receipt and release in the form
       approved by the Benefits Administrative Committee.

16.10  Gender, Tense and Headings
       --------------------------

       Whenever the context requires, words of the masculine gender shall
       include the feminine and neuter, and words used in the singular shall
       include the plural

16.11  Notices
       -------

       Unless the Plan specifically provides otherwise, any notice, description,
       explanation, direction, consent, election, waiver or other information
       required or permitted to be given under the Plan shall be sufficient if
       (i) it is in writing and otherwise complies with the requirements of the
       applicable Plan provisions and the rules established by the Benefits
       Administrative Committee, and (ii) the document is hand delivered to the
       Member, beneficiary, Benefits Administrative Committee, Compensation
       Committee, Trustee or other person to whom communication is to be given,
       or sent by registered mail (return receipt requested) or by first class
       mail or by any other reasonable method to the person at the address last
       furnished by the person. Any communication shall be effective as of the
       date of the postmark if mailed via registered mail and the return receipt
       is received by the sender, or actual receipt by the party receiving the
       communication if (i) return receipt is not received by the sender or (ii)
       communication was given by hand delivery or by first class mail or by any
       other reasonable method.

16.12  Severability
       ------------

       Each individual Section and Paragraph and each provision is severable. If
       any Section or Paragraph or one or more provisions in a Section or
       Paragraph are found to be void as against public policy, unenforceable or
       invalid for any reason, it shall not affect the validity or
       enforceability or of any other provision in that Section or Paragraph or
       in any other Section or Paragraph.

                                       78