Lyondell Chemical Co – ‘S-8’ on 4/5/02 – EX-4.4

On:  Friday, 4/5/02   ·   Effective:  4/5/02   ·   Accession #:  899243-2-993   ·   File #:  333-85656

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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 

EX-4.4   —   Lyondell 401(K) and Savings Plan
Exhibit Table of Contents

EX-4.4
1st Page of 86
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     Exhibit 4.4

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

Effective April 1, 2002 

EX-4.4
2nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 2nd
LYONDELL CHEMICAL COMPANY 
401(K) AND SAVINGS PLAN 

TABLE OF CONTENTS 
----------------- 

                                                        [Enlarge/Download Table]

                                                                                   Page
                                                                                   ----
                                                                                       
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 

i 

EX-4.4
3rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                                [Download Table]
                                                                                 
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

ii  

EX-4.4
4th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                        [Enlarge/Download Table]
                                                                                      
     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

iii 

EX-4.4
5th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                                        [Enlarge/Download Table]
                                                                                       
     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

iv  

EX-4.4
6th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                                        [Enlarge/Download Table]
                                                                                        
     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

v 

EX-4.4
7th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 7th
                                                        [Enlarge/Download Table]
                                                                                             
     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

vi  

EX-4.4
8th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 8th
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 

EX-4.4
9th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 9th
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 

EX-4.4
10th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 10th
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 

EX-4.4
11th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 11th
     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 

EX-4.4
12th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 12th
    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 

EX-4.4
13th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 13th
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 

EX-4.4
14th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 14th
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 

EX-4.4
15th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 15th
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 

EX-4.4
16th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 16th
     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 

EX-4.4
17th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 17th
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 

EX-4.4
18th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 18th
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

EX-4.4
19th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 19th
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

EX-4.4
20th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 20th
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

EX-4.4
21st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 21st
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

EX-4.4
22nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 22nd
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

EX-4.4
23rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 23rd
   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

EX-4.4
24th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 24th
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

EX-4.4
25th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 25th
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

EX-4.4
26th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 26th
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

EX-4.4
27th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 27th
         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

EX-4.4
28th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 28th
    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

EX-4.4
29th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 29th
  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

EX-4.4
30th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 30th
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

EX-4.4
31st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 31st
         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

EX-4.4
32nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 32nd
               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

EX-4.4
33rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 33rd
            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

EX-4.4
34th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 34th
             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

EX-4.4
35th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 35th
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

EX-4.4
36th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 36th
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

EX-4.4
37th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 37th
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

EX-4.4
38th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 38th
    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

EX-4.4
39th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 39th
 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

EX-4.4
40th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 40th
  (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

EX-4.4
41st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 41st
(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

EX-4.4
42nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 42nd
                 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

EX-4.4
43rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 43rd
                     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

EX-4.4
44th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 44th
               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

EX-4.4
45th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 45th
                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

EX-4.4
46th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 46th
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

EX-4.4
47th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 47th
          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

EX-4.4
48th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 48th
  (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

EX-4.4
49th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 49th
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

EX-4.4
50th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 50th
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

EX-4.4
51st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 51st
       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

EX-4.4
52nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 52nd
    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

EX-4.4
53rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 53rd
        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

EX-4.4
54th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 54th
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

EX-4.4
55th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 55th
    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

EX-4.4
56th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 56th
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

EX-4.4
57th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 57th
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

EX-4.4
58th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 58th
    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

EX-4.4
59th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 59th
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

EX-4.4
60th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 60th
(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

EX-4.4
61st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 61st
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

EX-4.4
62nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 62nd
   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

EX-4.4
63rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 63rd
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

EX-4.4
64th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 64th
     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

EX-4.4
65th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 65th
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

EX-4.4
66th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 66th
    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

EX-4.4
67th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 67th
(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

EX-4.4
68th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 68th
             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

EX-4.4
69th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 69th
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

EX-4.4
70th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 70th
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

EX-4.4
71st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 71st
 (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

EX-4.4
72nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 72nd
  (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

EX-4.4
73rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 73rd
  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

EX-4.4
74th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 74th
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

EX-4.4
75th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 75th
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

EX-4.4
76th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 76th
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

EX-4.4
77th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 77th
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

EX-4.4
78th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 78th
     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

EX-4.4
79th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 79th
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

EX-4.4
80th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 80th
             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

EX-4.4
81st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 81st
              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

EX-4.4
82nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 82nd
   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

EX-4.4
83rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 83rd
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

EX-4.4
84th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 84th
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

EX-4.4
85th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 85th
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

EX-4.4
Last Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 86th
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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/5/02
		4/1/02		1		36
		1/17/01		64
		1/1/01		43		64
		4/1/99		19		64			8-K
		3/31/99		63					10-Q
		1/1/98		12		64
		1/1/97		12		17
		7/1/95		8
									List all Filings