Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to 12 64K
Employees Pursuant to an Employee
Benefit Plan
2: EX-4.4 Lyondell 401(K) and Savings Plan 86 326K
3: EX-4.5 Master Trust Agreement 81 241K
4: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 8K
5: EX-24.1 Powers of Attorney 9 35K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents
As filed with the Securities and Exchange Commission on April 5, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LYONDELL CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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1221 McKinney Street, Suite 700
Delaware Houston, Texas 77010 95-4160558
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) (Address of Principal Executive Offices and Zip Code) Identification No.)
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LYONDELL CHEMICAL COMPANY
401(K) AND SAVINGS PLAN
(Full Title of the Plan)
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KERRY A. GALVIN
Vice President, General Counsel and Secretary
Lyondell Chemical Company
1221 McKinney Street, Suite 700
Houston, Texas 77010
(Name and Address of Agent for Service)
(713) 652-7200
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount
Title of securities to be registered Amount to be offering price aggregate offering of Registration
registered (2) per share (3) price (3) Fee (3)
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Common Stock, par value $1.00 per share (1)... 6,750,000 $16.31 $110,092,500 $10,128.51
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(1) Includes the associated rights to purchase Common Stock, which
initially are attached to and trade with the shares of Common Stock
registered hereby.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Lyondell
Chemical Company 401(k) and Savings Plan.
(3) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high
and low sales price of the Common Stock of the Registrant reported on
the New York Stock Exchange on April 1, 2002.
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EXPLANATORY NOTE
Effective January 1, 1998, the Lyondell Chemical Company 401(k) and
Savings Plan (the "Successor Plan") was adopted and thereafter effectively
serves as the successor to the portion of the Lyondell Petrochemical Company
401(k) and Savings Plan (the "Prior Plan") involving the continued issuance of
the common stock, par value $1.00 per share (the "Common Stock"), of Lyondell
Chemical Company (the "Company"). The Prior Plan was formerly named the Lyondell
Petrochemical Company Capital Accumulation Plan for Non-Represented Employees
and, under such name, was the successor to the Lyondell Petrochemical Company
Savings Plan for Non-Represented Employees, which was merged into the Prior
Plan. The registration of the Common Stock includes the registration of the
associated rights to purchase Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the
Successor Plan required by Item 1 of Form S-8 and the statement of availability
of registrant information and any other information required by Item 2 of Form
S-8 will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement on Form S-8 (this "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company will
furnish to the Commission or its staff a copy or copies of all documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which the Company has filed with the
Commission by the Company pursuant to the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-10145) or by
the Successor Plan pursuant to the Exchange Act, as applicable are incorporated
in this Registration Statement by reference and shall be deemed to be a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2001;
(b) The Company's Interim Reports on Form 8-K filed on January 11, 2002;
(c) The description of the Common Stock, par value $1.00 per share, of the
Company contained in the Company's Registration Statement on Form 8-A
dated December 16, 1988, as such Registration Statement may be amended
from time to time for the purpose of updating, changing or modifying
such description;
(d) The description of the Rights to Purchase Common Stock contained in
the Company's Registration Statement on Form 8-A dated December 12,
1995, as such Registration Statement may be amended from time to time
for the purpose of updating, changing or modifying such description;
and
(e) The Annual Report of the Successor Plan on Form 11-K for the fiscal
year ended December 31, 2000.
Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
By-Law Provisions
The Company's By-Laws provide that the Company will indemnify each of
its officers and directors to the fullest extent authorized by Section 145 of
the General Corporation Law of the State of Delaware. Article V of the By-Laws
reads as follows:
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(a) Indemnification of Officers and Directors. The Company shall
indemnify the officers and directors of the Company with respect to all
matters to which Section 145 of the General Corporation Law of the State of
Delaware may in any way relate, to the fullest extent permitted or allowed
by the laws of the State of Delaware, whether or not specifically required,
permitted or allowed by said Section 145. Any repeal or modification of
this Section will not in any way diminish any rights to indemnification of
such person or the obligations of the Company that may have previously
arisen hereunder.
(b) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, the Company's Certificate of Incorporation, any By-Law, any
agreement, a vote of Company stockholders or of disinterested Company
directors or otherwise, both as to action in that person's official
capacity and as to action in any other capacity by holding such office, and
shall continue after the person ceases to serve the Company as a director
or officer or to serve another entity at the request of the Company.
(c) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.
(d) Indemnity Agreements. The Company may from time to time enter into
indemnity agreements with the persons who are members of its board of
directors, its elected officers and with such other persons as the board of
directors may designate, the form of such indemnity agreements to be
approved by a majority of the Board then in office.
(e) Indemnification of Employees and Agents of the Company. The
Company may, under procedures authorized from time to time by the Board of
Directors, grant rights to indemnification, and to payment by the Company
of the expenses incurred in defending any proceeding in advance of its
final disposition to any employee or agent of the Company to the fullest
extent of the provisions of this Article V.
Delaware General Corporation Law Provisions
Section 145 of the General Corporation Law of the State of Delaware
provides:
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a
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director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it will ultimately be determined that such person is not entitled
to be indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by former directors and
officers and other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, will stand in the same position under
this section with respect to the
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resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Certificate of Incorporation Provisions
The Company's Certificate of Incorporation limits the personal
liability of directors to the Company and its stockholders for monetary damages
resulting from some breaches of the directors' fiduciary duties. Article VII of
the Certificate of Incorporation provides as follows:
To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
Company will not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. If the General Corporation
Law of Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Company shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of Delaware, as so amended. Any repeal or
modification of this Article VII by the stockholders of the Company shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification or with respect to events occurring
prior to such time. Notwithstanding anything contained in the Company's
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of not less than 66 2/3 percent of all votes entitled to be cast by the
holders of Stock of the Company shall be required to amend or repeal this
Article VII or to adopt any provision inconsistent herewith.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a corporation's Certificate of Incorporation may contain
the following:
A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital Stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
section 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.
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Indemnity Agreements
The Company has entered into indemnity agreements with each of its
directors and officers (collectively, "Indemnitees"). Subject to certain
exclusions, such agreements provide that, to the fullest extent permitted by
applicable law, the Company shall indemnify and hold each Indemnitee harmless
from and against any and all losses and expenses arising out of any threatened,
pending or completed legal proceeding.
Insurance
The Company has a policy of liability insurance to insure its officers
and directors against losses resulting from certain acts committed by them in
their capacities as officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Exhibit
No. Description
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4.1* -- Amended and Restated Certificate of Incorporation of the Registrant.
(Incorporated herein by this reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1996.)
4.1(a)* -- Certificate of Ownership and Merger dated July 31, 1998.(Incorporated
herein by this reference to Exhibit 3.1(a) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999.)
4.2* -- Amended and Restated By-laws of the Registrant. (Incorporated herein
by this reference to Exhibit 3.2 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001.)
4.3* -- Rights Agreement between the Registrant and The Bank of New York, as
Rights Agent. (Incorporated herein by this reference to Exhibit 1 of
the Registrant's Interim Report on Form 8-K dated December 8, 1995.)
4.4 -- Lyondell Chemical Company 401(k) and Savings Plan.
The use of original issuance securities under this Registration
Statement is not contemplated. If original issuance securities are hereafter
offered and sold, an opinion of counsel will be filed by amendment. The Company
has submitted the Lyondell Chemical Company 401(k) and Savings Plan and will
submit any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner, and will make all changes required by the IRS in order to qualify
such plan under Section 401 of the Internal Revenue Code.
4.5 -- Master Trust Agreement between Lyondell Chemical Company; Equistar
Chemicals, LP, and LYONDELL-CITGO Refining Company Ltd. and Fidelity
Management Trust Company, dated as of March 15, 1999, as amended by
the First Amendment thereto, dated as of June 1, 1999, by the Second
Amendment thereto, dated as of October 15, 2000 and by the Third
Amendment thereto, dated October 1, 2001.
23.1 -- Consent of PricewaterhouseCoopers LLP.
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24.1 -- Powers of Attorney.
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* Incorporated herein by reference as indicated.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Houston, state of Texas, on this 5th day of
April, 2002.
LYONDELL CHEMICAL COMPANY
By: /s/ Dan F. Smith
-----------------------------------------------
Name: Dan F. Smith
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
[Enlarge/Download Table]
* Chairman of the Board April 5, 2002
---------------------------------------------------
Dr. William T. Butler
/s/ Dan F. Smith President, Chief Executive April 5, 2002
--------------------------------------------------- Officer and Director
Dan F. Smith
(Principal Executive Officer)
* Director April 5, 2002
---------------------------------------------------
Carol A. Anderson
* Director April 5, 2002
---------------------------------------------------
Travis Engen
* Director April 5, 2002
---------------------------------------------------
Stephen F. Hinchliffe, Jr.
* Director April 5, 2002
---------------------------------------------------
David J. Lesar
* Director April 5, 2002
---------------------------------------------------
Dudley C. Mecum II
* Director April 5, 2002
---------------------------------------------------
Dr. William R. Spivey
* Director April 5, 2002
---------------------------------------------------
Paul R. Staley
/s/ Robert T. Blakely Executive Vice President and April 5, 2002
--------------------------------------------------- Chief Financial Officer
Robert T. Blakely
(Principal Financial Officer)
/s/ Charles L. Hall April 5, 2002
---------------------------------------------------
Charles L. Hall Vice President and Controller
(Principal Accounting Officer)
*By: /s/ Kerry A. Galvin
-----------------------------------------------
Kerry A. Galvin, as Attorney in fact
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SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Lyondell Chemical Company 401(k) and Savings Plan has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston, State of Texas,
on April 5, 2002.
LYONDELL CHEMICAL COMPANY
401(K) AND SAVINGS PLAN
By: /s/ Allen C. Holmes
-----------------------------------------------
Name: Allen C. Holmes
Chairman of the Benefits Administrative
Committee for the Lyondell Chemical Company
401(k) and Savings Plan
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EXHIBIT INDEX
Exhibit
No. Description
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4.1* -- Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated herein by this reference to Exhibit 3.1
of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.)
4.1(a)* -- Certificate of Ownership and Merger dated July 31,
1998.(Incorporated herein by this reference to Exhibit 3.1(a) of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.)
4.2* -- Amended and Restated By-laws of the Registrant. (Incorporated
herein by this reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2001.)
4.3* -- Rights Agreement between the Registrant and The Bank of New York,
as Rights Agent. (Incorporated herein by this reference to
Exhibit 1 of the Registrant's Interim Report on Form 8-K dated
December 8, 1995.)
4.4 -- Lyondell Chemical Company 401(k) and Savings Plan.
The use of original issuance securities under this Registration
Statement is not contemplated. If original issuance securities are hereafter
offered and sold, an opinion of counsel will be filed by amendment. The
registrant has submitted the Lyondell Chemical Company 401(k) and Savings Plan
and will submit any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner, and will make all changes required by the IRS in
order to qualify such plan under Section 401 of the Internal Revenue Code.
4.5 -- Master Trust Agreement between Lyondell Chemical Company;
Equistar Chemicals, LP, and LYONDELL-CITGO Refining Company Ltd.
and Fidelity Management Trust Company, dated as of March 15,
1999, as amended by the First Amendment thereto, dated as of June
1, 1999, by the Second Amendment thereto, dated as of October 15,
2000 and by the Third Amendment thereto, dated October 1, 2001.
23.1 -- Consent of PricewaterhouseCoopers LLP.
24.1 -- Powers of Attorney.
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* Incorporated herein by reference as indicated.
Dates Referenced Herein and Documents Incorporated by Reference
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